GNC HOLDINGS, INC. (Form: 10-K, Received: 03/01/2018 18:11:11)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number: 001-35113

GNC Holdings, Inc.

(Exact name of registrant as specified in its charter)



DELAWARE (state or other jurisdiction of Incorporation or organization)		20-8536244 (I.R.S. Employer Identification No.)
300 Sixth Avenue Pittsburgh, Pennsylvania (Address of principal executive offices)		15222 (Zip Code)

Registrant's telephone number, including area code: (412) 288-4600

Securities registered pursuant to section 12(b) of the Act:



Title of each class		Name of each exchange on which registered
Class A common stock, par value $0.001 per share		New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer ý	Accelerated filer o	Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý

The aggregate market value of all common stock (based upon the closing price of the New York Stock Exchange) of the registrant held by non-affiliates of the registrant as of June 30, 2017 was approximately $0.6 billion.

As of February 22, 2018, the number of outstanding shares of Class A common stock, par value $0.001 per share (the "common stock"), of GNC Holdings, Inc. was 83,662,233 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information in the Company's definitive Proxy Statement for the 2018 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year, is incorporated by reference in Part III of this Form 10-K.

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TABLE OF CONTENTS



		Page
Part I
Item 1	Business	4
Item 1A	Risk Factors	13
Item 1B	Unresolved Staff Comments	26
Item 2	Properties	27
Item 3	Legal Proceedings	28
Item 4	Mine Safety Disclosures	30
Part II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	31
Item 6	Selected Financial Data	34
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	38
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	54
Item 8	Financial Statements and Supplementary Data	55
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	97
Item 9A	Controls and Procedures	97
Item 9B	Other Information	97
Part III
Item 10	Directors, Executive Officers and Corporate Governance	98
Item 11	Executive Compensation	98
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	98
Item 13	Certain Relationships and Related Transactions and Director Independence	99
Item 14	Principal Accounting Fees and Services	99
Part IV
Item 15	Exhibits, Financial Statement Schedules	100
Item 16	Form 10-K Summary	110
	Signatures	111

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FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K (this "Annual Report") contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations and business. Forward-looking statements include statements that may relate to our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. Forward-looking statements can often be identified by the use of terminology such as "subject to," "believe," "anticipate," "plan," "expect," "intend," "estimate," "project," "may," "will," "should," "would," "could," "can," the negatives thereof, variations thereon and similar expressions, or by discussions of strategy.

All forward-looking statements, including, without limitation, our examination of historical operating trends, are based upon our current expectations and various assumptions. We believe there is a reasonable basis for our expectations and beliefs, but they are inherently uncertain. We may not realize our expectations and our beliefs may not prove correct. A detailed discussion of risk and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled "Risk Factors" (Item 1A of this Form 10-K).

Consequently, forward-looking statements should be regarded solely as our current plans, estimates and beliefs. You should not place undue reliance on forward-looking statements. We cannot guarantee future results, events, levels of activity, performance or achievements. The forward-looking statements included in this Annual Report on Form 10-K are made as of the date of this filing. We do not undertake and specifically decline any obligation to update, republish or revise forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

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PART I

Item 1. BUSINESS.

GNC Holdings, Inc. (together with its subsidiaries, referred to as "Holdings", "GNC", "the Company", "we", "us" and "our" unless specified otherwise) is headquartered in Pittsburgh, Pennsylvania and our common stock trades on the New York Stock Exchange (the "NYSE") under the symbol "GNC." Our business was founded in 1935 by David Shakarian who opened our first health food store in Pittsburgh, Pennsylvania.

Our principal executive office is located at 300 Sixth Avenue, Pittsburgh, Pennsylvania 15222, and our telephone number is (412) 288-4600. We maintain and make available on GNC.com, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports as soon as reasonably practical after we electronically file or furnish them to the United States Securities and Exchange Commission (the "SEC").

Business Strategy

Key elements of our business strategy are detailed below:

Leading retailer of nutritional supplements. GNC has been in business for more than 80 years and the Company is built on a core foundation as a manufacturer and retailer of high-quality nutritional supplements. Based on our worldwide network of approximately 9,000 locations and our online channels, we believe we are the leading global specialty retailer of health, wellness and performance products.

Our objective is to offer a broad and deep mix of products for consumers interested in living well, whether they are looking to treat a health-related issue, maintain their overall wellness, or improve their performance. Our premium, value-added offering includes proprietary GNC-branded products and other nationally recognized third-party brands.

We believe our vertically integrated model, depth of exclusive products and range of merchandise, combined with the customer support and service we offer, differentiates us and allows us to effectively compete against food, drug and mass channel players, specialty stores, independent vitamin, supplement and natural food shops and online retailers.

Product development and innovation. Through our facility in Greenville, South Carolina we manufacture high-quality, innovative nutritional supplement products that can ultimately be purchased only through our store locations, GNC.com, our Amazon.com marketplace and our wholesale partners. High quality ingredients are rigorously tested before going into GNC products with many quality checks including raw materials, purity, and potency.

We believe our sector-leading innovation capability is a significant competitive advantage. GNC has demonstrated strength in developing unique, branded, and scientifically verified products and has a long history of delivering new ingredients and reformulations. We directly employ scientists, nutritionists, formulators, chemists, engineers and quality control experts and have access to a wide range of world-class medical research facilities and consultants.

A differentiated customer experience. Our strategy is to deliver a compelling experience at every customer touch point. We operate in a highly personalized, aspirational sector and believe that the nutritional supplement consumer often desires and seeks out product expertise and knowledgeable customer service.

We differentiate ourselves from competitors through our well-trained sales associates, who are aided in becoming trusted advisors with regular training that focuses on solution-based selling, and through in-store technology including tablets that allow them to view customers’ purchase history and preferences. With that knowledge, and help from sales tools built into the tablet platform, associates can engage customers in conversation, share product information, testimonials and before and after pictures, recommend solutions and help customers add complimentary products and build wellness regimens.

Our loyalty programs allow us to develop and maintain a large and loyal customer base, provide targeted offers and information, and connect with our customers on a regular basis. We harness data generated by these programs to understand customers’ buying behaviors and needs, so we can deliver a stronger experience, bring like-minded consumers into the channel and make well-informed decisions about the business.

Omni-channel development. We believe our diversified, multi-channel model, which includes company-owned stores, domestic and international franchise locations, wholesale locations and e-commerce, can differentiate us from online-only competitors. Our strategy is to give consumers a seamless, integrated experience across digital, mobile and store channels and in every interaction they have with GNC.

Through GNC.com and our Amazon.com storefront, which carries our full product assortment, customers can research and purchase our products online. We believe our store base is a competitive advantage, allowing customers to experience our

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products and get expert advice from an associate.

Our omni-channel model can enhance the customer experience and increase the lifetime value of a GNC customer, and we are implementing strategies to blend our digital, online and in-store platforms. These initiatives include increased cross-channel marketing, online and in-store subscription services, giving customers the option of picking up online purchases in GNC stores, shipping products purchased via e-commerce directly from stores, and additional educational content, information and advice on GNC.com.

International growth. We see opportunity to expand internationally within the large global supplement market which is expected to continue to grow. In particular, our recently announced partnership with Harbin Pharmaceutical Group Holdings., Ltd. allows us to further expand our business in China. Harbin’s expertise in distribution and regulation is the ideal match for our highly valued brand and assortment of products in the China market. Refer to Item 8, “Financial Statements and Supplementary Data,” Note 18, “Subsequent Events” for more information.

Driving constructive industry dialogue. We remain focused, together with other industry leaders and industry trade associations, on raising the bar for transparency and quality throughout the dietary supplement industry. We believe that over time the implementation of higher standards and more stringent industry self-regulation regarding manufacturing practices, ingredient traceability and product transparency will prove beneficial for the industry and lead to improved dialogue with regulators, stronger consumer trust and greater confidence in our industry.

Segments

We generate revenues from our three segments, which are U.S. and Canada, International and Manufacturing / Wholesale. The following table outlines our segments. For a description of operating (loss) income by segment, our total assets by segment, our total revenues by geographic area, see Note 16, "Segments," to our audited Consolidated Financial Statements included in this Annual Report.



	Year ended December 31,
	2017				2016				2015
	($ in millions)
U.S. and Canada	$	1,993.4	81.3	%	$	2,058.0	81.0	%	$	2,168.0	80.8	%
International	177.4		7.2	%	160.7		6.3	%	183.0		6.8	%
Manufacturing / Wholesale ⁽¹⁾	216.0		8.8	%	235.7		9.3	%	235.7		8.8	%
Other ⁽²⁾	66.2		2.7	%	85.6		3.4	%	96.6		3.6	%
Total revenue	$	2,453.0	100.0	%	$	2,540.0	100.0	%	$	2,683.3	100.0	%

(1) Excludes intersegment sales.

(2) Includes Lucky Vitamin in all periods and Discount Supplements in 2015 both of which have been sold.

Although we believe that none of our segment operations experience significant seasonal fluctuations, historically we have experienced, and expect to continue to experience, the lowest amount of revenue in our fourth quarter compared with the first three quarters of the year.

U.S. and Canada

Our U.S. and Canada segment generates revenues primarily from sales of products to customers at our company-owned stores in the United States, Canada and Puerto Rico, through product sales to franchisees, royalties on franchise retail sales and franchise fees and through GNC.com and our market place on Amazon.

Company-Owned Retail Stores in the U.S. and Canada

As of December 31, 2017 , we operated 3,423 company-owned stores across all 50 states and the District of Columbia in the United States, in Canada and Puerto Rico. Most of our company-owned stores in the United States are between 1,000 and 2,000 square feet and are located primarily in strip shopping centers and shopping malls.

Domestic Franchise Stores

As of December 31, 2017 , there were 1,099 domestic franchise stores. Our franchise stores in the United States are typically between 1,000 and 2,000 square feet, and approximately 90% are located in strip shopping centers. We believe we have good relationships with our franchisees, as evidenced by our domestic franchisee renewal rate of approximately 92% between

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2012 and 2017. Currently, we have 485 franchisees operating stores in the United States. We do not rely heavily on any single franchise operator in the United States, where our largest franchisee owns and/or operates 85 store locations.

All of our franchise stores in the United States offer both our proprietary products and third-party products, with a product selection similar to that of our company-owned stores.

Revenues from our franchisees in the United States accounted for approximately 16% of our total U.S. and Canada segment revenues for the year ended December 31, 2017 . New franchisees in the United States are required to pay an initial fee of $40,000 for a franchise license. Existing GNC franchise operators may purchase an additional franchise license for a $30,000 fee. Once a store begins operations, franchisees are required to pay us a continuing royalty of 6% of sales and contribute 3% of sales to a national advertising fund. Our standard franchise agreements for the United States are effective for an initial ten-year period with unlimited five-year renewal options. At the end of the initial term and each of the renewal periods, the renewal fee is generally 33% of the franchise fee that is then in effect. The franchisee renewal option is generally at our election. Franchisees must meet certain conditions to exercise the franchisee renewal option. Our franchisees in the United States receive limited geographical exclusivity and are required to utilize the standard GNC store format.

Generally, we negotiate lease terms to secure locations at cost-effective rates, which we typically sublease to our franchisees at cost. Franchisees must meet certain minimum standards and duties prescribed by our franchise operations manual, and we conduct periodic field visit reports to ensure our minimum standards are maintained. If a franchisee does not meet specified performance and appearance criteria, we are permitted to terminate the franchise agreement. In these situations, we may take possession of the location, inventory and equipment, and operate the store as a company-owned store or refranchise the location.

Websites

GNC.com continues to represent a significant part of our business. The ability to purchase our products through the internet also offers a convenient method for repeat customers to evaluate and purchase new and existing products. This additional sales channel has enabled us to market and sell our products in regions where we have limited or no retail operations. We may offer products on our website that are not available at our retail locations, enabling us to broaden the assortment of products available to our customers. We also offer our full product assortment on our market place on Amazon, the revenue of which are included in our GNC.com business unit.

International

Our International segment generates revenue primarily from our international franchisees through product sales, royalties and franchise fees and also includes our China operations and The Health Store.

International Franchise Stores

As of December 31, 2017 , there were 1,999 international franchise locations operating in 50 international countries (including distribution centers where retail sales are made). The international franchise locations are typically smaller and, depending upon the country and cultural preferences, are located in mall, strip shopping center, street or store-within-a-store locations. In addition, some international franchisees sell on the internet and distribute to other retail outlets in their respective countries. Typically, our international stores have a store format and signage similar to our United States franchise stores. We believe that our franchise program enhances our brand awareness and market presence and will enable us to continue to expand our store base internationally with limited capital expenditures.

Our international franchise stores generally offer a more limited product selection than our franchise stores in the United States, primarily due to regulatory constraints.

Revenues from our international franchisees accounted for approximately 74% of our total international segment revenues for the year ended December 31, 2017 . In 2017 , new international franchisees were required to pay an initial fee of approximately $25,000 for a franchise license for each full size store, $12,500 for a franchise license for a store-within-a-store and continuing royalty fees. Our international franchise program has enabled us to expand into international markets with limited investment.

We enter into development agreements with international franchisees for either full-size stores or store-within-a-store locations. We enter into distribution agreements for wholesale distribution centers and, in some cases, limited internet distribution. The development agreement grants the franchisee the right to develop a specific number of stores in a territory, often the entire country. The franchisee then enters into a franchise agreement for each location. The full-size store franchise agreement has an initial ten-year term with two five-year renewal options. The franchisee typically has the option to renew the agreement at 33% of the current initial franchise fee that is then being charged to new franchisees. Franchise agreements for international store-within-a-store locations have an initial term of five years, with two five-year renewal options. At the end of the initial term and each of the renewal periods, the franchisee has the option to renew the store-within-a-store agreement for up to a maximum of 50% of the franchise fee that is then in effect. Our international franchisees often receive exclusive franchising rights to the entire

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country, generally excluding United States military bases. Our international franchisees must meet minimum standards and duties similar to our United States franchisees.

Manufacturing / Wholesale

Our Manufacturing / Wholesale segment is comprised of our manufacturing operations in South Carolina and our wholesale partner relationships. Our manufacturing facility supplies our U.S. and Canada and International segments with proprietary product and also manufactures products for other third parties. Our wholesale partner business includes the sale of products to wholesale customers, the largest of which include Rite Aid, Sam's Club and PetSmart.

Our manufacturing operations are designed to ensure low-cost production of a variety of products of different quantities, sizes and packaging configurations while maintaining strict levels of quality control. Our manufacturing procedures are designed to promote consistency and quality in our finished goods. We conduct sample testing on raw materials and finished products, including weight, purity and micro bacterial testing. The principal raw materials used in the manufacturing process are natural and synthetic vitamins, herbs, minerals and gelatin. We maintain multiple sources for the majority of our raw materials, although certain materials are single-sourced due to the unique nature of the material. In 2017 , our largest vendor supplied approximately10% of our raw materials.

To increase brand awareness and promote access to customers who may not frequent specialty nutrition stores, we entered into a strategic alliance with Rite Aid in December 1998 to open GNC franchise "store-within-a-store" locations. As of December 31, 2017 , we had 2,418 Rite Aid store-within-a-store locations. Through this strategic alliance, we generate revenues from sales to Rite Aid of our products at wholesale prices, the manufacture of Rite Aid private label products, retail sales of certain consigned inventory and license fees. We are Rite Aid's sole supplier for a number of Rite Aid private label supplements, pursuant to a supply agreement with Rite Aid that extends through 2018. The operating license and consignment agreement that comprise our store-within-a store alliance with Rite Aid each extend through 2019.

Other

Revenue also included the results of additional websites, DiscountSupplements.co.uk, beginning in October 2013 and through December 31, 2015, and LuckyVitamin.com, beginning in August 2011 and through September 30, 2017. We sold substantially all of the assets of our Discount Supplements subsidiary effective December 31, 2015 and Lucky Vitamin subsidiary effective September 30, 2017.

Products

We are a global specialty retailer of health, wellness and performance products, including protein, performance supplements, weight management supplements, vitamins, herbs and greens, wellness supplements, health and beauty, food and drink and other general merchandise. Refer to Item 8, "Financial Statements and Supplementary Data," Note 16, "Segments" for revenue by product category. Our domestic stores offer an extensive mix of brands across multiple categories and products. Through our GNC.com and our Amazon market place, we offer additional products to customers. This variety is designed to provide our customers with a wide selection of products to fit their specific needs and to generate a high number of transactions with purchases from multiple product categories.

We offer a wide range of high-quality nutritional supplements sold under our GNC proprietary brand names, approximately half of which we manufacture. Sales of our proprietary brands at our U.S. company-owned and franchise stores, GNC.com and wholesale partners including Rite Aid, PetSmart and Sam's Club represented 44% and 46% of total system-wide retail product sales in 2017 and 2016, or $960 million and $1,013 million, respectively. We also offer products through nationally recognized third-party brand names. Sales of our third-party products at our U.S. company-owned and franchise stores, GNC.com and wholesale partners represented approximately 56% and 54% of total system-wide retail product sales in 2017 and 2016 , or $1,204 million and $1,189 million, respectively, and together with proprietary sales yielded total U.S. system-wide sales of $2,164 and $2,202 million. In 2017 and 2016, we did not have a material concentration of sales from any single product or product line. Our largest vendor supplies approximately 15% of our third-party products.

Effective with the launch of the "One New GNC" on December 29, 2016, the Gold Card Member Pricing program was discontinued in all domestic company-owned and franchise stores and we introduced a free points-based loyalty program, which enables customers to earn points based on their purchases. Points earned by members are valid for one year and may be redeemed for cash discounts on any product we sell at both company-owned or franchise locations. In addition, we offer a paid membership program, "PRO Access," for $39.99 per year, which provides members with the delivery of sample boxes throughout the membership year, as well as the offering of certain other benefits including the opportunity to earn triple points on a periodic basis. The boxes include sample merchandise and other materials.

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Product Distribution

Products are delivered to retail stores and customers who make purchases through one of our websites, via a third party transportation network, primarily through our distribution centers located in: Leetsdale, Pennsylvania; Whitestown, Indiana; Anderson, South Carolina, and Phoenix, Arizona. Our distribution centers support our company-owned stores as well as franchise stores and Rite Aid locations. Each of our distribution centers has a quality control department that monitors products received from our vendors to ensure they meet our quality standards. Internet purchases are fulfilled and shipped directly from our distribution centers to our consumers using a third-party transportation service, or directly by Amazon for certain market place orders.

Employees

As of December 31, 2017 , we had approximately 16,600 employees, including approximately 6,400 full-time and 10,200 part-time employees. None of our employees belong to a union or are party to any collective bargaining or similar agreement. We consider our relationship with our employees to be good.

Competition

The United States nutritional supplements retail industry is a large, highly fragmented and growing industry, with no single industry participant accounting for a majority of total industry retail sales. Competition is based on price, quality and assortment of products, customer service, convenience of store locations and websites, marketing support and availability of new products. In addition, the market is highly sensitive to the introduction of new products.

We compete with both publicly and privately owned companies, which are highly fragmented in terms of geographical market coverage and product categories. We also compete with other specialty retailers, supermarkets, drugstores, mass merchants, multi-level marketing organizations, mail-order companies, other internet sites and a variety of other smaller participants. In the United States, many of our competitors have national brands that are heavily advertised and are manufactured by large pharmaceutical and food companies and other retailers. Most supermarkets, drugstores and mass merchants have narrow product offerings limited primarily to simple vitamins, herbs and popular third-party sports and diet products. Our international competitors also include large international pharmacy chains and major international supermarket chains, as well as other large U.S.-based companies with international operations. Our wholesale and manufacturing operations compete with other wholesalers and manufacturers of third-party nutritional supplements.

Trademarks and Other Intellectual Property

We believe trademark protection is particularly important to the maintenance of the recognized brand names under which we market our products. We own or have rights to material trademarks or trade names that we use in conjunction with the sale of our products, including the GNC brand name. We also rely upon trade secrets, know-how, continuing technological innovations and licensing opportunities to develop and maintain our competitive position. We protect our intellectual property rights through a variety of methods, including trademark, patent and trade secret laws, as well as confidentiality agreements and proprietary information agreements with vendors, employees, consultants and others who have access to our proprietary information. Protection of our intellectual property often affords us the opportunity to enhance our position in the marketplace by precluding our competitors from using or otherwise exploiting our technology and brands. We are also a party to several intellectual property license agreements relating to certain of our products. The duration of our trademark registrations is generally 10, 15 or 20 years, depending on the country in which the marks are registered, and we can renew the registrations. The scope and duration of our intellectual property protection varies throughout the world by jurisdiction and by individual product. Our global trademark portfolio, with the aforementioned registration durations, consists of our core marks for our business and our proprietary product brands which drive significant brand awareness for all of our reportable segments. Our proprietary product formulas and recipes, maintained as trade secrets, are significant to our reportable segments as they are the foundation for effective products with high quality.

Insurance and Risk Management

We are self-insured for certain losses related to workers' compensation and general liability insurance and maintain stop-loss coverage with third-party insurers to limit our liability exposure. We were self-insured for health insurance through December 31, 2017 and effective January 1, 2018 are now fully insured. We face an inherent risk of exposure to product liability claims in the event that, among other things, the use of products sold by us results in injury. We carry product liability insurance with a deductible/retention of $4.0 million per claim with an aggregate cap on retained losses of $10.0 million per policy year. We have the ability to refer claims to most of our vendors and their insurers to pay the costs associated with any claims arising from such vendors' products. In most cases, our insurance covers such claims that are not adequately covered by a vendor's insurance and provides for excess secondary coverage above the limits provided by our product vendors.

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We also purchase insurance to cover auto liability, network and cyber security, privacy liability and other casualty and property risks. We self-insure certain property and casualty risks such as property damage due to our analysis of the risk, the frequency and severity of a loss and the cost of insurance for the risk.

Government Regulation

Product Regulation

Domestic

The processing, formulation, safety, manufacturing, packaging, labeling, advertising and distribution of our products are subject to regulation by one or more federal agencies, including the U.S. Food and Drug Administration (the "FDA"), the Federal Trade Commission (the "FTC"), the Consumer Product Safety Commission (the "CPSC"), the United States Department of Agriculture (the "USDA") and the Environmental Protection Agency (the "EPA"), and by various agencies of the states and localities in which our products are sold.

The Dietary Supplement Health and Education Act of 1994 ("DSHEA") amended the Federal Food, Drug, and Cosmetic Act (the "FDC Act") to establish a new framework governing the composition, safety, labeling, manufacturing and marketing of dietary supplements. Generally, under the FDC Act, dietary ingredients that were marketed in the United States prior to October 15, 1994 may be used in dietary supplements without notifying the FDA. "New" dietary ingredients (i.e., dietary ingredients that were "not marketed in the United States before October 15, 1994") must be the subject of a new dietary ingredient notification submitted to the FDA unless the ingredient has been "present in the food supply as an article used for food" without being "chemically altered." A new dietary ingredient notification must provide the FDA evidence of a "history of use or other evidence of safety" establishing that use of the dietary ingredient "will reasonably be expected to be safe." A new dietary ingredient notification must be submitted to the FDA at least 75 days before the initial marketing of the new dietary ingredient. The FDA may determine that a new dietary ingredient notification does not provide an adequate basis to conclude that a dietary ingredient is reasonably expected to be safe. Such a determination could prevent the marketing of such dietary ingredient. In 2011 and 2016, the FDA issued draft guidance governing the notification of new dietary ingredients. Although FDA guidance is not mandatory, and companies are free to use an alternative approach if the approach satisfies the requirements of applicable laws and regulations, FDA guidance is a strong indication of the FDA's "current thinking" on the topic discussed in the guidance, including its position on enforcement. At this time, it is difficult to determine whether the draft guidance, if finalized, would have a material impact on our operations. However, if the FDA were to enforce the applicable statutes and regulations in accordance with the draft guidance as written, such enforcement could require us to incur additional expenses, which could be significant, and negatively impact our business in several ways, including, but not limited to, enjoining the manufacturing of our products until the FDA determines that we are in compliance and can resume manufacturing, increasing our liability and reducing our growth prospects.

The FDA or other agencies could take actions against products or product ingredients that in its determination present an unreasonable health risk to consumers that would make it illegal for us to sell such products. In addition, the FDA could issue consumer warnings with respect to the products or ingredients in such products that are sold in our stores. Such actions or warnings could be based on information received through FDC Act-mandated reporting of serious adverse events.

We take a number of actions to ensure the products we sell comply with the FDC Act. Some of these actions include maintaining and continuously updating a list of restricted ingredients that will be prohibited from inclusion in any products that are sold in our stores or on our websites. Vendors selling product to us for the sale of such products by us will be required to warrant to us that the products sold to us do not contain any of these restricted ingredients. In addition, we have developed and maintain a list of ingredients that we believe comply with the applicable provisions of the FDC Act. As is common in our industry, we rely on our third-party vendors to ensure that the products they manufacture and sell to us comply with all applicable regulatory and legislative requirements. In general, we seek representations and warranties, indemnification and/or insurance from our vendors. However, even with adequate insurance and indemnification, any claims of non-compliance could significantly damage our reputation and consumer confidence in our products. In addition, the failure of such products to comply with applicable regulatory and legislative requirements could prevent us from marketing the products or require us to recall or remove such products from the market, which in certain cases could materially and adversely affect our business, financial condition and results of operations. In the past, we have attempted to offset any losses related to recalls and removals with reformulated or alternative products; however, there can be no assurance that we would be able to offset all or any portion of losses related to any future removal or recall.

The FDC Act permits "statements of nutritional support" to be included in labeling for dietary supplements without FDA pre-market approval. Such statements must be submitted to the FDA within 30 days of marketing. Such statements may describe how a particular dietary ingredient affects the structure, function or general well-being of the body, or the mechanism of action by which a dietary ingredient may affect body structure, function or well-being, but may not expressly or implicitly represent that a dietary supplement will diagnose, cure, mitigate, treat or prevent a disease. A company that uses a statement of nutritional support

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in labeling must possess scientific evidence substantiating that the statement is truthful and not misleading. If the FDA determines that a particular statement of nutritional support is an unacceptable drug claim, conventional food claim or an unauthorized version of a "health claim," or, if the FDA determines that a particular claim is not adequately supported by existing scientific data or is false or misleading, we would be prevented from using the claim.

In addition, DSHEA provides that so-called "third-party literature," e.g., a reprint of a peer-reviewed scientific publication linking a particular dietary ingredient with health benefits, may be used "in connection with the sale of a dietary supplement to consumers" without the literature being subject to regulation as labeling. The literature: (1) must not be false or misleading; (2) may not "promote" a particular manufacturer or brand of dietary supplement; (3) must present a balanced view of the available scientific information on the subject matter; (4) if displayed in an establishment, must be physically separate from the dietary supplements; and (5) should not have appended to it any information by sticker or any other method. If the literature fails to satisfy each of these requirements, we may be prevented from disseminating such literature with our products, and any dissemination could subject our product to regulatory action as an illegal drug.

In June 2007, pursuant to the authority granted by the FDC Act as amended by DSHEA, the FDA published detailed current Good Manufacturing Practice ("cGMP") regulations that govern the manufacturing, packaging, labeling and holding operations of dietary supplement manufacturers. The cGMP regulations, among other things, impose significant recordkeeping requirements on manufacturers. The cGMP requirements are in effect for all dietary supplement manufacturers, and the FDA is conducting inspections of dietary supplement manufacturers pursuant to these requirements. There remains considerable uncertainty with respect to the FDA's interpretation of the regulations and their actual implementation in manufacturing facilities.

In addition, the FDA's interpretation of the regulations will likely change over time as the agency becomes more familiar with the industry and the regulations. The failure of a manufacturing facility to comply with the cGMP regulations renders products manufactured in such facility "adulterated," and subjects such products and the manufacturer to a variety of potential FDA enforcement actions. In addition, under the Food Safety Modernization Act ("FSMA"), which was enacted in January 2011, the manufacturing of dietary ingredients contained in dietary supplements will be subject to similar or even more burdensome manufacturing requirements, which will likely increase the costs of dietary ingredients and will subject suppliers of such ingredients to more rigorous inspections and enforcement. The FSMA will also require importers of food, including dietary supplements and dietary ingredients, to conduct verification activities to ensure that the food they might import meets applicable domestic requirements.

The FDA has broad authority to enforce the provisions of federal law applicable to dietary supplements, including powers to issue a public warning or notice of violation letter to a company, publicize information about illegal products, detain products intended for import, require the reporting of serious adverse events, require a recall of illegal or unsafe products from the market, and request the Department of Justice to initiate a seizure action, an injunction action or a criminal prosecution in the United States courts.

The FSMA expands the reach and regulatory powers of the FDA with respect to the production and importation of food, including dietary supplements. The expanded reach and regulatory powers include the FDA's ability to order mandatory recalls, administratively detain domestic products, and require certification of compliance with domestic requirements for imported foods associated with safety issues. FMSA also gave FDA the authority to administratively revoke manufacturing facility registrations, effectively enjoining manufacturing of dietary ingredients and dietary supplements without judicial process. The regulation of dietary supplements may increase or become more restrictive in the future.

The FTC exercises jurisdiction over the advertising of dietary supplements and over-the-counter drugs and has instituted numerous enforcement actions against dietary supplement companies for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims. We continue to be subject to a consent decree issued by the FTC in 1994 covering hair care products.

The FTC continues to monitor our advertising and, from time to time, requests substantiation with respect to such advertising to assess compliance with the outstanding consent decree and with the Federal Trade Commission Act. Our policy is to use advertising that complies with the consent decree and applicable regulations. Nevertheless, there can be no assurance that inadvertent failures to comply with the consent decree and applicable regulations will not occur.

Some of the products sold by franchise stores are purchased by franchisees directly from other vendors and these products do not flow through our distribution centers. Although franchise contracts contain strict requirements for store operations, including compliance with federal, state and local laws and regulations, we cannot exercise the same degree of control over franchisees as we do over our company-owned stores.

As a result of our efforts to comply with applicable statutes and regulations, we have from time to time reformulated, eliminated or relabeled certain of our products and revised certain provisions of our sales and marketing program.

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Foreign

Our products sold in foreign countries are also subject to regulation under various national, local and international laws that include provisions governing, among other things, the formulation, manufacturing, packaging, labeling, advertising and distribution of dietary supplements and over-the-counter drugs. Government regulations in foreign countries may prevent or delay the introduction, or require the reformulation, of certain of our products.

New Legislation or Regulation

Legislation may be introduced which, if passed, would impose substantial new regulatory requirements on dietary supplements. We cannot determine what effect additional domestic or international governmental legislation, regulations, or administrative orders, when and if promulgated, would have on our business in the future. New legislation or regulations may require the reformulation of certain products to meet new standards, require the recall or discontinuance of certain products not capable of reformulation, impose additional record keeping or require expanded documentation of the properties of certain products, expanded or different labeling or scientific substantiation.

Franchise Regulation

We must comply with regulations adopted by the FTC and with the laws of several states that regulate the offer and sale of franchises. The FTC's Trade Regulation Rule on Franchising and certain state laws require that we furnish prospective franchisees with a franchise offering circular containing information prescribed by the Trade Regulation Rule on Franchising and applicable state laws and regulations.

We also must comply with a number of state laws that regulate some substantive aspects of the franchisor-franchisee relationship. These laws may limit a franchisor's business practices in a number of ways, including limiting the ability to:

• terminate or not renew a franchise without good cause;

• interfere with the right of free association among franchisees;

• disapprove the transfer of a franchise;

• discriminate among franchisees with regard to franchise terms and charges, royalties and other fees; and

• place new stores near existing franchises.

To date, these laws have not precluded us from seeking franchisees in any given area and have not had a material adverse effect on our operations. Bills concerning the regulation of certain aspects of franchise relationships have been introduced into Congress on several occasions during the last decade, but none have been enacted. Revisions to the FTC rule have also been proposed by the FTC and currently are in the comment stage of the rulemaking process.

Our international franchise agreements and franchise operations are regulated by various foreign laws, rules and regulations. These laws may limit a franchisor's business practices in a number of ways. To date, these laws have not precluded us from seeking franchisees in any given area and have not had a material adverse effect on our operations.

Environmental Compliance

In March 2008, the South Carolina Department of Health and Environmental Control (the "DHEC") requested that we investigate contamination associated with historical activities at our South Carolina facility. These investigations have identified chlorinated solvent impacts in soils and groundwater that extend offsite from our facility. We entered into a Voluntary Cleanup Contract with the DHEC regarding the matter on September 24, 2012. Pursuant to such contract, we have completed additional investigations with the DHEC's approval. The Company installed and began operating a pilot vapor extraction system under a portion of the facility in the second half of 2016, which was an immaterial cost to the Company, with DHEC's approval to assess the effectiveness of such a remedial system. After an initial period of monitoring, in October of 2017 the DHEC approved a work plan for extended monitoring of such system and the contamination into 2021. We will continue to consult with the DHEC on the next steps in the work after their review of the results of the extended monitoring is complete. At this stage of the investigation, however, it is not possible to estimate the timing and extent of any additional remedial action that may be required, the ultimate cost of remediation, or the amount of our potential liability. Therefore, no liability has been recorded in the Company's Consolidated Financial Statements.

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actions, penalties or the imposition of other liabilities. New laws, changes in existing laws or the interpretation thereof, or the development of new facts or changes in their processes could also cause us to incur additional capital and operating expenditures to maintain compliance with environmental laws and regulations and environmental permits. We are also subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment without regard to fault or knowledge about the condition or action causing the liability. Under certain of these laws and regulations, such liabilities can be imposed for cleanup of previously owned or operated properties, or for properties to which substances or wastes that were sent in connection with current or former operations at its facilities. The presence of contamination from such substances or wastes could also adversely affect our ability to sell or lease our properties, or to use them as collateral for financing. From time to time, we have incurred costs and obligations for correcting environmental and health and safety noncompliance matters and for remediation at or relating to certain of our properties or properties at which our waste has been disposed. However, compliance with the provisions of national, state and local environmental laws and regulations has not had a material effect upon our capital expenditures, earnings, financial position, liquidity or competitive position. We believe we have complied with, and are currently complying with, our environmental obligations pursuant to environmental and health and safety laws and regulations and that any liabilities for noncompliance will not have a material adverse effect on our business, financial performance or cash flows. However, it is difficult to predict future liabilities and obligations, which could be material.

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Item 1A. RISK FACTORS.

The following risk factors could cause our financial performance to differ significantly from the goals, plans, objectives, intentions and expectations expressed in this Annual Report. If any of the following risks and uncertainties actually occur, our business, financial condition, results of operations or cash flows could be materially and adversely affected.

Risks Relating to Our Business and Industry

While we believe we will have sufficient cash on hand and amounts available under our new asset-based Revolving Credit Facility to fund the $151.9 million under our Term Loan Facility and an excess cash flow payment, which could be material, due in March 2019, if actual results are below our projections by an amount greater than what is required to satisfy these obligations, it could have a material adverse impact on our ability to sustain operations.

As of December 31, 2017, the Company had principal of $1,131.2 million outstanding under its Term Loan Facility with an original maturity date of March 2019. After the effectiveness of the Amendment to our Senior Credit Facility described in Item 8, "Financial Statements and Supplementary Data," Note 18, "Subsequent Events," the amount due in March 2019 under the Term Loan facility is now $151.9 million. We are also required under the Amendment to make an excess cash flow payment in March 2019, which could be material, based on the projected Consolidated Net First Lien Leverage Ratio for the year ending December 31, 2018.

We expect to close the Securities Purchase Agreement described below under the risk factor titled "There can be no assurance that the conditions to the Securities Purchase Agreement with Harbin Pharmaceutical Group Holdings Co., Ltd. will be satisfied or that a satisfactory definitive agreement to enter into a China joint venture will be reached" in the second half of 2018, which will result in approximately $300 million of aggregate proceeds. Under the Amendment, $100 million of the net proceeds from the Securities Purchase Agreement are required to be utilized to pay the Term Loan Facility due March 2021. The remaining net proceeds, after deducting legal and advisory fees, would be available to satisfy the $151.9 million due under the Term Loan Facility in March 2019. However, there is no assurance that the Securities Purchase Agreement will close prior to March 2019 when the obligation is due.

In the event that Securities Purchase Agreement doesn’t close, management has concluded that the Company will have the ability to satisfy the $151.9 million Term Loan Facility and excess cash flow payments due in March 2019 with projected cash on hand and amounts available under the new $100 million asset-based Revolving Credit Facility. If actual results are below the Company’s projections by an amount greater than what is required to satisfy these obligations, management has the ability to reduce certain discretionary payments and will consider certain asset sales, as necessary, to maximize cash available.

As described in Item 8, "Financial Statements and Supplementary Data," Note 7, "Long-Term Debt / Interest Expense," we have concluded that it is probable the Company will have sufficient cash on hand and available liquidity to satisfy the obligations that are due in March 2019. However, we cannot provide full assurance that the Company will be able to satisfy the above obligations. If the Company is unable to satisfy these obligations through normal operations or strategic measures described above, we would be in default, which could have a material adverse impact on our ability to sustain operations.

Our current and historical effective tax rate may not be indicative of future rates.

On December 22, 2017, United States tax reform legislation known as The Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”) was enacted. The 2017 Tax Act made significant changes to the Internal Revenue Code, including a reduction in the corporate tax rate from 35% to 21%. This rate reduction is effective for tax years beginning after December 31, 2017. The 2017 Tax Act also imposed a potential one-time repatriation and taxation of a company's foreign earnings. See Item 8, “Financial Statements and Supplementary Data,” Note 4, “Income Taxes” for more information. As a result, our future effective tax rate will likely differ significantly from current and historical rates due to the 2017 Tax Act. Furthermore, in light of our global earnings mix, future changes in domestic and international tax laws in the various jurisdictions in which we operate as well as changes to our tax positions could also impact the effective tax rate on a prospective basis.

Resources devoted to product innovation may not yield new products that achieve commercial success.

Our ability to develop new and innovative GNC-branded products depends on, among other factors, our ability to understand evolving customer and market trends and our ability to translate these insights into commercially viable new products. If we are unable to do so, our customer relationships and product sales could be harmed significantly. Furthermore, the nutritional supplements industry is characterized by rapid and frequent changes in demand for products and new product introductions. Our failure to accurately predict these trends could negatively impact consumer opinion of our stores as a source for the latest products. This could harm our customer relationships and cause losses to our market share. The development of new and innovative products also requires significant investment in research and development and testing of new ingredients, formulas and possibly new production processes. The R&D process can be expensive and prolonged and entails considerable uncertainty. Products may appear

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promising in development but fail to reach market within the expected time frame, or at all. We may face significant challenges with regard to a key product launch. Further, products also may fail to achieve commercial viability. Finally, there is no guarantee that our development teams will be able to successfully respond to competitive products that could render some of our offerings obsolete. Development of a new product, from discovery through testing to the store shelf, typically takes between four to seven months, but may require an even longer timeline if clinical trials are involved. Each of these time periods can vary considerably from product to product.

We continue to explore new strategic initiatives, including our One New GNC model, but we may not be able to successfully execute on, or realize the expected benefit from the implementation of, our strategic initiatives, and our pursuit of new strategic initiatives may pose significant costs and risks.

We conducted a vast array of consumer tests, pilot programs and other market research throughout 2015 and 2016 as part of our comprehensive review of our customers’ experience. Based on this work, we launched our One New GNC single-tier pricing model and new customer loyalty programs, myGNC Rewards and PRO Access, at the end of 2016. Our future operating results are dependent, in part, on our management’s success in implementing these and other strategic initiatives. Also, our short-term operating results could be unfavorably impacted by the opportunity and financial costs associated with the implementation of these strategic plans, and we may not realize the expected benefits from such strategies. In addition, we may not be successful in achieving the intended objectives of these strategic initiatives in a timely manner or at all.

We recognized impairment charges during 2017 and may recognize additional such charges in the future, which could adversely affect our results of operations and financial condition.

We evaluate goodwill and our indefinite-lived brand intangible asset for impairment on at least an annual basis. We evaluate property and equipment and definite-lived intangible assets for recoverability when indicators of impairment exist.We will recognize an impairment charge if: our $324.4 million indefinite-lived brand intangible asset has a carrying value that exceeds its estimated fair value; our $141.0 million of goodwill has a carrying value for an applicable reporting unit that exceeds its fair value; or our property and equipment and definite-lived intangible assets totaling $286.3 million at December 31, 2017 have estimated future undiscounted cash flows that are less than the applicable carrying values. In assessing fair value, we rely primarily on a discounted cash flow analysis, as well as other generally accepted valuation methodologies. These analyses rely on the judgments and estimates of management, which involve inherent uncertainties. Impairment losses are significantly affected by estimates of future operating cash flows and estimates of fair value as well as the Company's total market capitalization. Estimates of future operating cash flows are identified from strategic long-term plans, which are based upon experience, knowledge, and expectations; however, these estimates can be affected by such factors as future operating results, future store profitability, future volumes, revenue and expense growth rates and asset disposal values and future economic conditions, all of which can be difficult to predict accurately. Any significant deterioration in macroeconomic conditions could affect the fair value of our long-lived assets and could result in future impairment charges, which would adversely affect our results of operations. We recorded long-lived asset impairment charges of $457.8 million in fiscal 2017. While we currently believe that the fair values of our long-lived assets exceed their respective carrying values, changes in our estimates and assumptions regarding the future performance of our business could result in further impairment charges, which may have a material adverse effect on our results of operations.

Our inability to attract, train and retain highly qualified associates could adversely impact our business, financial condition and results of operations.

Our success depends on the continued contributions of our store and field associates, and the loss of these contributions could have a material adverse effect on our business. We must attract, train and retain a large and growing number of qualified associates, while controlling related labor costs and maintaining our core values. Our ability to control labor and benefit costs is subject to numerous external factors, including regulatory changes, prevailing wage rates, and healthcare and other insurance costs. We compete with other retail and non-retail businesses for these store and field associates and invest significant resources in training and motivating them. There is no assurance that we will be able to attract or retain qualified store and field associates in the future, which could have a material adverse effect on our business, financial condition and results of operations.

We operate in a highly competitive industry. Our failure to compete effectively could adversely affect our market share, revenues and growth prospects.

The United States nutritional supplements retail industry is large and highly fragmented. Participants include specialty retailers, supermarkets, drugstores, mass merchants, multi-level marketing organizations, on-line merchants, mail-order companies and a variety of other smaller participants. We believe that the market is also highly sensitive to the introduction of new products, which may rapidly capture a significant share of the market. In the United States, we compete for sales with heavily advertised national brands manufactured by large pharmaceutical and food companies, as well as other retailers. In addition, as some products become more mainstream, we experience increased price competition for those products as more participants enter the market. Our international competitors include large international pharmacy chains, major international supermarket chains and other large

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U.S.-based companies with international operations. Our wholesale and manufacturing operations compete with other wholesalers and manufacturers of third-party nutritional supplements. We may not be able to compete effectively and our attempts to do so may require us to reduce our prices, which may result in lower margins. Failure to effectively compete could adversely affect our market share, revenues and growth prospects.

Unfavorable publicity or consumer perception of our products, the ingredients they contain and any similar products distributed by other companies could cause fluctuations in our operating results and could have a material adverse effect on our reputation, the demand for our products and our ability to generate revenues and the market price of our common stock.

We are highly dependent upon consumer perception of the safety and quality of our products and the ingredients they contain, as well as that of similar products distributed by other companies. Consumer perception of products and the ingredients they contain can be significantly influenced by scientific research or findings, national media attention and other publicity about product use. A product may be received favorably, resulting in high sales associated with that product that may not be sustainable as consumer preferences change. Future scientific research or publicity could be unfavorable to our industry or any of our particular products or the ingredients they contain and may not be consistent with earlier favorable research or publicity. A future research report or publicity that is perceived by our consumers as less favorable or that questions earlier research or publicity could have a material adverse effect on our ability to generate revenues. As such, period-to-period comparisons of our results should not be relied upon as a measure of our future performance. Adverse publicity in the form of published scientific research or otherwise, whether or not accurate, that associates consumption of our products or the ingredients they contain or any other similar products distributed by other companies with illness or other adverse effects, that questions the benefits of our or similar products, or that claims that such products are ineffective could have a material adverse effect on our reputation, the demand for our products, our ability to generate revenues and the market price of our common stock.

Our substantial debt could adversely affect our results of operations and financial condition and otherwise adversely impact our operating income and growth prospects.

On February 28, 2018, we amended our Senior Credit Facility, which consisted of an extension of the maturity date for $704.3 million of the $1,131.2 million Term Loan Facility from March 2019 to March 2021. However, if more than $50.0 million of our Notes have not been repaid, discharged, prepaid, refinanced or converted prior to May 2020 (“Existing Indenture Discharge”), the maturity date becomes May 2020. The amendment (the “Amendment”) also includes:


•	the termination of the Revolving Credit Facility, which was replaced with a new $100 million asset-based Revolving Credit Facility with a maturity date of August 2022 (which maturity date will become May 2020 if the Existing Indenture Discharge has not occurred); and


•	a $275 million asset-based Term Loan Facility advanced on a “first-in, last-out” basis with a maturity date of December 2022 (which maturity date will become May 2020 if the Existing Indenture Discharge has not occurred).

After the effectiveness of the Amendment, we will owe $151.9 million on our Term Loan Facility due in March 2019. The Amendment requires annual aggregate principal payments of at least $43 million related to the $704.3 million of the Term Loan Facility with a maturity of March 2021. There are no scheduled amortization payments associated with the $275.0 million asset-based Term Loan Facility and payments associated with the $151.9 million Term Loan Facility are consistent with past terms.

We also have $188.6 million principal amount of 1.5% convertible senior notes due 2020 outstanding as of December 31, 2017 that the Company issued in a private offering in August 2015 (the "Notes") (net of $20.6 million related to the conversion feature and discount). On December 20, 2017, the Company executed exchange agreements with certain holders of the Notes to exchange, in privately negotiated transactions, $98.9 million aggregate principal amount of the Notes for an aggregate of 14.6 million newly issued shares of the Company's Class A common stock, $0.001 par value per share, together with $0.5 million of cash, representing accrued and unpaid interest on the Notes being exchanged. The remaining debt of the Notes currently bear interest at a rate of 1.50% per year, payable semiannually in arrears on February 15 and August 15 each year prior to their maturity in August 2020.

Our substantial debt could materially affect our financial condition. For example, it could:


•	increase our vulnerability to general adverse economic and industry conditions;


•	require us to use all or a large portion of our cash flow from operations to pay principal and interest on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other business activities;


•	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;


•	restrict us from making strategic acquisitions or capitalizing on business opportunities;


•	place us at a competitive disadvantage compared with our competitors that have less debt; and

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•	limit our ability to borrow additional funds or pay cash dividends.

We may be able to incur additional debt in the future, including collateralized debt. Although the Senior Credit Facility contains restrictions on the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions. If we add to our current level of debt, the risks described above would be greater.

We may not have the ability to raise the funds necessary to settle conversions of the Notes or to repurchase the Notes upon a fundamental change, and our future debt may contain limitations on our or the subsidiary guarantors’ ability to pay cash upon conversion or repurchase of the Notes.

Holders of the Notes will have the right to require us to repurchase their notes upon the occurrence of certain “fundamental changes,” as defined in the Indenture governing the Notes, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion of the Notes, unless we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the Notes being converted. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of notes surrendered therefor or pay cash upon conversions of notes being converted. In addition, our ability to repurchase the Notes or to pay cash upon conversions of the Notes may be limited by law, by regulatory authority or by agreements governing our existing or future indebtedness. Our failure to repurchase the Notes at a time when the repurchase is required by the Indenture or to pay any cash payable on future conversions of the Notes as required by the Indenture would constitute a default under the Indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Notes or make cash payments upon conversions thereof.

The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.

In the event the conditional conversion feature of the Notes is triggered, holders of Notes will be entitled to convert the Notes at any time during specified periods at their option. If one or more holders elect to convert their Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes as a current rather than long-term liability, which could result in a material reduction of our net working capital.

The accounting method for convertible debt securities that may be settled in cash, such as the Notes, could have a material effect on our reported financial results.

In May 2008, the Financial Accounting Standards Board ("FASB"), issued FASB Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement), which has subsequently been codified as Accounting Standards Codification ("ASC") 470-20, Debt with Conversion and Other Options. Under ASC 470-20, an entity must separately account for the liability and equity components of the convertible debt instruments (such as the notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. The effect of ASC 470-20 on the accounting for the Notes is that the equity component is required to be included in the additional paid-in capital section of stockholders’ equity on our Consolidated Balance Sheet, and the value of the equity component would be treated as original issue discount for purposes of accounting for the debt component of the Notes. As a result, we will be required to record a greater amount of non-cash interest expense in current periods presented as a result of the amortization of the discounted carrying value of the Notes to their face amount over the term of the Notes. We will report lower net income in our financial results because ASC 470-20 will require interest to include both the current period’s amortization of the debt discount and the instrument’s coupon interest, which could adversely affect our reported or future financial results, the trading price of our common stock and the trading price of the Notes.

In addition, under certain circumstances, convertible debt instruments (such as the Notes) may use the treasury stock method to calculation dilution for earnings per share. Under the treasury stock method, the underlying convertible shares are anti-dilutive if the Company's average stock price is less than the conversion price, which historically has been the case. We no longer intend to settle the principal portion of Notes in cash, and as such, will apply the if-converted method to calculate dilution in future periods, which may adversely impact our diluted earnings per share.

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Future sales of our common stock in the public market could lower the market price for our common stock and adversely impact the trading price of the Notes.

In the future, we may sell additional shares of our common stock to raise capital. In addition, a substantial number of shares of our common stock is reserved for issuance upon the exercise of stock options, vesting of restricted stock units, and upon conversion of the Notes. We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock. The issuance and sale of substantial amounts of common stock, or the perception that such issuances and sales may occur, could adversely affect the trading price of the Notes and the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities.

Our ability to continue to access credit on the terms previously obtained for the funding of our operations and capital projects may be limited due to changes in credit markets.

In the past, the credit markets and the financial services industry have experienced disruption characterized by the bankruptcy, failure, collapse or sale of various financial institutions, increased volatility in securities prices, diminished liquidity and credit availability and intervention from the United States and other governments. Continued concerns about the systemic impact of potential long-term or widespread downturn, energy costs, geopolitical issues, the availability and cost of credit, the global commercial and residential real estate markets and related mortgage markets and reduced consumer confidence have contributed to increased market volatility. The cost and availability of credit has been and may continue to be adversely affected by these conditions. We cannot be certain that funding for our capital needs will be available from our existing financial institutions and the credit markets if needed, and if available, to the extent required and on acceptable terms. In connection with the Amendment described above, the $704.3 million Term Loan Facility matures on March 2021, the new asset-based Revolving Credit Facility matures in August 2022 and the $275.0 million asset-based Term Loan Facility matures on December 2020 (all of which the maturity dates will become May 2020 if the Existing Indenture Discharge has not occurred). If we cannot renew or refinance these facilities upon their maturity or, more generally, obtain funding when needed, in each case on acceptable terms, we may be unable to adequately fund our operating expenses and fund required capital expenditures, which may have an adverse effect on our revenues and results of operations.

We require a significant amount of cash to service our debt. Our ability to generate cash depends on many factors, some of which are beyond our control, and, as a result, we may not be able to make payments on our debt obligations.

We may be unable to generate sufficient cash flow from operations or to obtain future borrowings under our credit facilities or otherwise in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs. In addition, because we conduct our operations through our operating subsidiaries, we depend on those entities for dividends and other payments to generate the funds necessary to meet our financial obligations, including payments on our debt. Under certain circumstances, legal and contractual restrictions, as well as the financial condition and operating requirements of our subsidiaries, may limit our ability to obtain cash from our subsidiaries. If we do not have sufficient liquidity, we may need to refinance or restructure all or a portion of our debt on or before maturity, sell assets or borrow more money, which we may not be able to do on terms satisfactory to us or at all. In addition, any refinancing could be at higher interest rates and may require us to comply with more onerous covenants which could further restrict our business operations.

A default on any of our debt obligations could trigger certain acceleration clauses and cause those and our other obligations to become due and payable subject to defined rights to cure. Upon an acceleration of any of our debt, we may not be able to make payments under our other outstanding debt.

Restrictions in the agreements governing our existing and future indebtedness may prevent us from taking actions that we believe would be in the best interest of our business.

The agreements governing our existing indebtedness contain, and the agreements governing our future indebtedness will likely contain, customary restrictions on us or our subsidiaries, including covenants that restrict us or our subsidiaries, as the case may be, from:


•	incurring additional indebtedness and issuing preferred stock;


•	granting liens on our assets;


•	making investments;


•	consolidating or merging with, or acquiring, another business;


•	selling or otherwise disposing of our assets;


•	paying dividends and making other distributions to our stockholders;

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•	entering into transactions with our affiliates; and


•	incurring capital expenditures in excess of limitations set within the agreement.

Our new $100 million asset-based Revolving Credit Facility requires that, for so long as availability under the Revolving Credit Facility is below a certain level, we meet a Fixed Charge Coverage Ratio of (a) consolidated earnings before interest, taxes, depreciation and amortization, or EBITDA, less certain capital expenditures and taxes, to (b) the sum of cash interest expense, scheduled amortization and certain dividends and distributions. If we fail to satisfy such ratio, then we will be restricted from drawing available borrowings under the asset-based Revolving Credit Facility and any amount outstanding may become due and payable subject to defined rights to cure, which may impair our liquidity.

Our ability to comply with these covenants and other provisions of the Senior Credit Facility may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events beyond our control. The breach of any of these covenants could result in a default under our debt obligations, which could cause those and other obligations to become due and payable subject to defined rights to cure. In addition, these restrictions may prevent us from taking actions that we believe would be in the best interest of our business and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted.

Our use of derivative instruments for hedging purposes may result in financial losses.

We may from time to time utilize derivative instruments to manage our exposure to fluctuations in fuel and certain other commodity prices, interest rates and foreign currency exchange rates. We could recognize losses on these contracts as a result of volatility in the market values of the underlying commodities or to the extent that a counterparty fails to perform. In the absence of actively-quoted market prices and pricing information from external sources, the valuation of these instruments involves judgment or use of estimates. Furthermore, changes in the value of derivatives designated under hedge accounting to the extent not fully offset by changes in the value of the hedged transaction can result in ineffectiveness losses that may have an adverse effect on our results of operations.

The price of our common stock historically has been volatile.

The market price for our common stock has varied during the twelve-month period ended December 31, 2017 between a high of $11.45 on January 4, 2017 and a low of $3.35 on December 28, 2017. Our stock price is likely to continue to be volatile and subject to significant price and volume fluctuations in response to market and other factors, including those factors discussed under the heading “Risk Factors” in this Annual Report, as well as: variations in our quarterly operating results from our expectations or those of securities analysts or other investors; revisions in analyst estimates or announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; or the sale of substantial amounts of our common stock.

We depend on the services of key executives and other skilled professionals and any failure to attract or retain such individuals could affect our business strategy and adversely impact our performance and results of operations.

Our senior executives are instrumental in setting our strategic direction, operating our business, identifying, recruiting and training key personnel, identifying opportunities and arranging necessary financing. In addition, other key employees below the executive level, who are skilled professionals with deep knowledge of our business, are critical to the execution and success of our strategy. Losing the services of any of these individuals could adversely affect our business. Furthermore, to the extent that we must replace one or more of these individuals or hire additional senior executives or other professionals to support our growing business, we may be unable to identify candidates of sufficient experience and capabilities in a timely fashion, which could negatively impact our business and operations.

If our risk management methods are not effective, our business, reputation and financial results may be adversely affected.

We have methods to identify, monitor and manage our risks; however, these methods may not be fully effective. Some of our risk management methods may depend upon evaluation of information regarding markets, customers or other matters that are publicly available or otherwise accessible by us. That information may not in all cases be accurate, complete, up-to-date or properly evaluated. If our methods are not fully effective or we are not successful in monitoring or evaluating the risks to which we are or may be exposed, our business, reputation, financial condition and operating results could be materially and adversely affected. In addition, our insurance policies may not provide adequate coverage.

Compliance with new and existing governmental regulations could increase our costs significantly and adversely affect our results of operations.

The processing, formulation, safety, manufacturing, packaging, labeling, advertising and distribution of our products are subject to federal laws and regulation by one or more federal agencies, including the FDA, the FTC, the CPSC, the USDA, and

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the EPA. These activities are also regulated by various state, local and international laws and agencies of the states and localities in which our products are sold. Government regulations may prevent or delay the introduction, or require the reformulation, of our products, which could result in lost revenues and increased costs to us. For instance, the FDA regulates, among other things, the composition, safety, manufacture, labeling and marketing of dietary supplements (including vitamins, minerals, herbs, and other dietary ingredients for human use). The FDA may not accept the evidence of safety for any new dietary ingredient that we may wish to market, may determine that a particular dietary supplement or ingredient presents an unacceptable health risk based on the required submission of serious adverse events or other information, and may determine that a particular claim or statement of nutritional value that we use to support the marketing of a dietary supplement is an impermissible drug claim, is not substantiated, or is an unauthorized version of a "health claim." See Item 1, "Business—Government Regulation—Product Regulation" for additional information. Any of these actions could prevent us from marketing particular dietary supplement products or making certain claims or statements with respect to those products. The FDA could also require us to remove a particular product from the market. Any future recall or removal would result in additional costs to us, including lost revenues from any products that we are required to remove from the market, any of which could be material. Any product recalls or removals could also lead to an increased risk of litigation and liability, substantial costs, and reduced growth prospects.

Additional or more stringent laws and regulations of dietary supplements and other products have been considered from time to time. These developments could require reformulation of some products to meet new standards, recalls or discontinuance of some products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of some products, additional or different labeling, additional scientific substantiation, or other new requirements. Any of these developments could increase our costs significantly. In addition, regulators' evolving interpretation of existing laws could have similar effects.

Our failure to comply with FTC regulations and the consent decree imposed on us by the FTC could result in substantial monetary penalties and could adversely affect our operating results.

The FTC exercises jurisdiction over the advertising of dietary supplements and has instituted numerous enforcement actions against dietary supplement companies, including us, for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims. As a result of these enforcement actions, we are currently subject to a consent decree that limits our ability to make certain claims with respect to our hair care products. See Item 1, "Business—Government Regulation—Product Regulation" for more information. Failure by us or our franchisees to comply with the consent decree and applicable regulations could result in substantial monetary penalties, which could have a material adverse effect on our financial condition or results of operations.

We may incur material product liability claims, which could increase our costs and adversely affect our reputation, revenues and operating income.

As a retailer, distributor and manufacturer of products designed for human consumption, we are subject to product liability claims if the use of our products is alleged to have resulted in injury. Our products consist of vitamins, minerals, herbs and other ingredients that are classified as foods or dietary supplements and are not subject to pre-market regulatory approval in the United States. Our products could contain contaminated substances, and some of our products contain ingredients that do not have long histories of human consumption. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur.

In addition, third-party manufacturers produce many of the products we sell. We rely on these manufacturers to ensure the integrity of their ingredients and formulations. As a distributor of products manufactured by third parties, we may also be liable for various product liability claims for products we do not manufacture. Although our purchase agreements with our third-party vendors typically require the vendor to indemnify us to the extent of any such claims, any such indemnification is limited by its terms. Moreover, as a practical matter, any such indemnification is dependent on the creditworthiness of the indemnifying party and its insurer, and the absence of significant defenses by the insurers. We may be unable to obtain full recovery from the insurer or any indemnifying third-party in respect of any claims against us in connection with products manufactured by such third-party.

We have been and may be subject to various product liability claims, including, among others, that our products include inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances. See Item 3, "Legal Proceedings."

Even with adequate insurance and indemnification, product liability claims could significantly damage our reputation and consumer confidence in our products. Our litigation expenses could increase as well, which also could have a material adverse effect on our results of operations even if a product liability claim is unsuccessful or is not fully pursued.

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We may experience product recalls, which could reduce our sales and margin and adversely affect our results of operations.

We may be subject to product recalls, withdrawals or seizures if any of the products we formulate, manufacture or sell are believed to cause injury or illness or if we are alleged to have violated governmental regulations in the manufacturing, labeling, promotion, sale or distribution of such products.

As is common in our industry, we rely on our third-party vendors to ensure that the products they manufacture and sell to us comply with all applicable regulatory and legislative requirements as well as the integrity of ingredients and proper formulation. In general, we seek representations and warranties, indemnification and/or insurance from our vendors. However, even with adequate insurance and indemnification, any claims of non-compliance could significantly damage our reputation and consumer confidence in our products, and could materially and adversely affect the market price of our common stock. In addition, the failure of such products to comply with the representations and warranties regarding such products that we receive from our third-party vendors, including compliance with applicable regulatory and legislative requirements, could prevent us from marketing the products or require us to recall or remove such products from the market, which in certain cases could materially and adversely affect our business, financial condition and results of operation. In the past, due to frequently changing consumer preferences in the dietary supplement space, we have offset losses related to recalls and removals with reformulated or alternative products; however, there can be no assurance that we would be able to offset all or any portion of losses related to any future removal or recall. As a result of the indeterminable level of product substitution and reformulated product sales, we cannot reliably determine the potential impact of any such recall or removal on our business, financial condition or results of operation.

Our operations are subject to environmental and health and safety laws and regulations that may increase our cost of operations or expose us to environmental liabilities.

Our operations are subject to environmental and health and safety laws and regulations, and some of our operations require environmental permits and controls to prevent and limit pollution of the environment. We could incur significant costs as a result of violations of, or liabilities under, environmental laws and regulations, or to maintain compliance with such environmental laws, regulations or permit requirements. For example, in March 2008, the South Carolina Department of Health and Environmental Control (the "DHEC") requested that we investigate contamination associated with historical activities at our South Carolina facility. These investigations have identified chlorinated solvent impacts in soils and groundwater that extend offsite from our facility. We entered into a Voluntary Cleanup Contract with the DHEC regarding the matter on September 24, 2012. Pursuant to such contract, we have completed additional investigations with the DHEC's approval and the DHEC is currently reviewing the results. We will consult with the DHEC on the next steps in the work after their review of the results of the investigation is complete. At this stage of the investigation, however, it is not possible to estimate the timing and extent of any remedial action that may be required, the ultimate cost of remediation, or the amount of our potential liability.

In addition to the foregoing, we are subject to numerous federal, state, local and foreign environmental and health and safety laws and regulations governing our operations, including the handling, transportation and disposal of our non-hazardous and hazardous substances and wastes, as well as emissions and discharges from its operations into the environment, including discharges to air, surface water and groundwater. Failure to comply with such laws and regulations could result in costs for remedial actions, penalties or the imposition of other liabilities. New laws, changes in existing laws or the interpretation thereof, or the development of new facts or changes in their processes could also cause us to incur additional capital and operating expenditures to maintain compliance with environmental laws and regulations and environmental permits. We also are subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment without regard to fault or knowledge about the condition or action causing the liability. Under certain of these laws and regulations, such liabilities can be imposed for cleanup of previously owned or operated properties, or for properties to which substances or wastes that were sent in connection with current or former operations at its facilities. The presence of contamination from such substances or wastes could also adversely affect our ability to sell or lease our properties, or to use them as collateral for financing.

We are not insured for a significant portion of our claims exposure, which could materially and adversely affect our operating income and profitability.

We have procured insurance independently for the following areas: (1) general liability; (2) product liability; (3) directors and officers liability; (4) network security and privacy liability; (5) property losses; (6) workers' compensation; and (7) various other areas. In addition, although we believe that we will continue to be able to obtain insurance in these areas in the future, because of increased selectivity by insurance providers, we may only be able to obtain such insurance at increased rates and/or with reduced coverage levels. Furthermore, we are self-insured for other areas, including: (1) physical damage to our vehicles for field personnel use; and (2) physical damages that may occur at company-owned stores. We are not insured for some property and casualty risks due to the frequency and severity of a loss, the cost of insurance and the overall risk analysis. In addition, we carry product liability insurance coverage that requires us to pay deductibles/retentions with primary and excess liability coverage above the retention amount. Because of our deductibles and self-insured retention amounts, we have significant exposure to fluctuations in the number and severity of claims. We currently maintain product liability insurance with a retention of $4.0 million per claim with an aggregate

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cap on retained loss of $10.0 million. We could raise our deductibles/retentions, which would increase our already significant exposure to expense from claims. If any claim exceeds our coverage, we would bear the excess expense, in addition to our other self-insured amounts. If the frequency or severity of claims or our expenses increase, our operating income and profitability could be materially and adversely affected.

Because we rely on our manufacturing operations to produce a significant amount of the products we sell, disruptions in our manufacturing system or losses of manufacturing certifications could adversely affect our sales and customer relationships.

Our manufacturing operations produced approximately 25% of the products we sold in each of the years ended December 31, 2017 and 2016 . Other than powders, chewables and liquids, nearly all of our proprietary products are produced in our manufacturing facility located in Greenville, South Carolina. In 2017 , our largest vendor supplied approximately 10% of our raw materials. However, in the event any of our third-party suppliers or vendors becomes unable or unwilling to continue to provide raw materials in the required volumes and quality levels or in a timely manner, we would be required to identify and obtain acceptable replacement supply sources. If we are unable to identify and obtain alternative supply sources in a timely manner or at all, our business could be adversely affected. Any significant disruption in our operations at our Greenville, South Carolina facility for any reason, including regulatory requirements, an FDA determination that the facility is not in compliance with the cGMP regulations, the loss of certifications, power interruptions, fires, hurricanes, war or other force of nature, could disrupt our supply of products, adversely affecting our sales and customer relationships.

An increase in the price and shortage of supply of key raw materials could adversely affect our business.

Our products are composed of certain key raw materials. If the prices of these raw materials were to increase significantly, the prices our contract manufacturers and third-party manufacturers charge us for our GNC-branded products and third-party products could increase significantly and we may not be able to pass on such increases to our customers. A significant increase in the price of raw materials that cannot be passed on to customers could have a material adverse effect on our results of operations and financial condition. In addition, if we no longer are able to obtain products from one or more of our suppliers on terms reasonable to us or at all, our revenues could suffer. Events such as the threat of political or social unrest, or the perceived threat thereof, may also have a significant impact on raw material prices and transportation costs for our products. In addition, the interruption in supply of certain key raw materials essential to the manufacturing of our products may have an adverse impact on our suppliers' ability to provide us with the necessary products needed to maintain our customer relationships and an adequate level of sales.

Difficulties with our vendors may adversely impact our business.

Our performance depends on our ability to purchase products at sufficient levels and at competitive prices from vendors who can deliver products in a timely and efficient manner and in compliance with our vendor standards and all applicable laws and regulations. We currently have a large number of vendor relationships. Generally, we do not have any long-term purchase agreements or other contractual assurances of continued supply, pricing or access to new products, and any vendor could discontinue selling to us at any time. Historically, we have not relied on any single vendor for our products and have not had difficulties replacing vendors for various products we sell. However, in the future there is no assurance that we will continue to be able to acquire desired products in sufficient quantities or on terms acceptable to us, or be able to develop relationships with new vendors to replace any discontinued vendors. Our inability to acquire suitable products in the future or our failure to replace any one or more vendors may have a material adverse effect on our business, results of operations and financial condition. In addition, any significant change in the payment terms that we have with our suppliers could adversely affect our liquidity.

Many of our suppliers are small firms that produce a limited number of items. These smaller vendors generally have limited resources, production capacities and operating histories, and some of our vendors have limited the distribution of their products in the past. Accordingly, these vendors may be susceptible to cash flow issues, downturns in economic conditions, production difficulties, quality control issues and difficulty delivering agreed-upon quantities on schedule and in compliance with regulatory requirements. If a vendor fails to deliver on its commitments, whether due to financial difficulties or other reasons, we could experience products out-of-stocks that could lead to lost sales. In addition, although we generally have charge-back privileges in our vendor agreements, there is no assurance that we would be able, if necessary, to return product to these vendors, obtain refunds of our purchase price or obtain reimbursement or indemnification from any of our vendors should we so desire, and from time to time, we may be in litigation with one or more vendors. Many of these suppliers require extensive advance notice of our requirements in order to supply products in the quantities we need. This long lead time requires us to place orders far in advance of the time when certain products will be offered for sale, exposing us to shifts in consumer demand and discretionary spending.

Other supplier problems that we could face include product shortages, excess supply, risks related to the terms of our contracts with suppliers, risks associated with contingent workers, supplier financial weaknesses, inability of suppliers to borrow funds in the credit markets, disputes with suppliers and risks related to our relationships with single source suppliers, as described

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above. Given the importance of third-party suppliers to our business, if any of these risks materializes, our ability to obtain raw materials and products and our results of operations may suffer.

A significant disruption to our distribution network, our network or communication systems or to the timely receipt of inventory could adversely impact sales and operations or increase our transportation costs, which would decrease our profits.

We rely on our ability to replenish depleted inventory in our stores through deliveries to our distribution centers from vendors and then from the distribution centers or direct ship vendors to our stores by various means of transportation, including shipments by sea and truck. Unexpected delays in those deliveries or increases in transportation costs (including through increased fuel costs) could significantly decrease our ability to make sales and earn profits. In addition, labor shortages in the transportation industry or long-term disruptions to the national and international transportation infrastructure that lead to delays or interruptions of deliveries could negatively affect our business.

In addition, our network and communications systems are dependent on third-party providers and are vulnerable to system interruption and damage, which could limit our ability to operate our business and could have a material adverse effect on our business, financial condition or results of operations. Our systems and operations and those of our third-party internet service providers are vulnerable to damage or interruption from fire, flood, earthquakes, power loss, server failure, telecommunications and internet service failure, acts of war or terrorism, computer viruses and denial-of-service attacks, physical or electronic breaches, sabotage, human error and similar events. Any of these events could lead to system interruptions, including the nonavailability or nonfunctionality of our website, processing and order fulfillment delays and loss of critical data for us, our suppliers or our internet service providers, and could prevent us from processing customer purchases. Because we are dependent on third-party service providers for the implementation and maintenance of certain aspects of our systems and operations, which may be outside of our control, we may not be able to remedy such interruptions in a timely manner, if at all. Accordingly, any computer, internet, network or system disruptions could have a a material adverse effect on our business, financial condition or results of operations.

If we fail to protect our brand name, competitors may adopt trade names that dilute the value of our brand name, and prosecuting or defending infringement claims could cause us to incur significant expenses or prevent us from manufacturing, selling or using some aspect of our products, which could adversely affect our revenues and market share.

We have invested significant resources to promote our GNC brand name in order to obtain the public recognition that we have today. Because of the differences in foreign trademark laws concerning proprietary rights, our trademarks may not receive the same degree of protection in foreign countries as they do in the United States. Also, we may not always be able to successfully enforce our trademarks against competitors or against challenges by others. For example, we are currently engaged in trademark disputes in foreign jurisdictions over "GNC", "LIVE WELL" and other similar trademarks and trademark applications. Our failure to successfully protect our trademarks could diminish the value and effectiveness of our past and future marketing efforts and could cause customer confusion. This could in turn adversely affect our revenues, profitability and the market price of our common stock.

We are currently and may in the future be subject to intellectual property litigation and infringement claims, which could cause us to incur significant expenses or prevent us from manufacturing, selling or using some aspect of our products. Claims of intellectual property infringement also may require us to enter into costly royalty or license agreements. However, we may be unable to obtain royalty or license agreements on terms acceptable to us or at all. Claims that our technology or products infringe on intellectual property rights could be costly and would divert the attention of management and key personnel, which in turn could adversely affect our revenues and profitability.

A substantial amount of our revenue is generated from our franchisees, and our revenues could decrease significantly if our franchisees do not conduct their operations profitably or if we fail to attract new franchisees.

Our franchise operations generated approximately 18% of our revenues in each of the years ended December 31, 2017 and 2016 . Our revenues from franchise stores depend on the franchisees' ability to operate their stores profitably and adhere to our franchise standards. The closing of franchise stores or the failure of franchisees to comply with our policies could adversely affect our reputation and could reduce the amount of our franchise revenues. These factors could have a material adverse effect on our revenues and operating income.

If we are unable to attract new franchisees or to convince existing franchisees to open additional stores, any growth in royalties from franchise stores will depend solely upon increases in revenues at existing franchise stores. In addition, our ability to open additional franchise locations is limited by the territorial restrictions in our existing franchise agreements as well as our ability to identify additional markets in the United States and other countries. If we are unable to open additional franchise locations, we will have to sustain additional growth internally by attracting new and repeat customers to our existing locations.

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Franchisee support of our marketing and advertising programs is critical to our success.

The support of our franchisees is critical for the success of our marketing programs and other strategic initiatives we seek to undertake, and the successful execution of these initiatives will depend on our ability to maintain alignment with our franchisees. While we can mandate certain strategic initiatives through enforcement of our franchise agreements, we need the active support of our franchisees if the implementation of these initiatives is to be successful. In addition, our efforts to build alignment with franchisees may result in a delay in the implementation of our marketing and advertising programs and other key initiatives. Although we believe that our current relationships with our franchisees are generally good, there can be no assurance that our franchisees will continue to support our marketing programs and strategic initiatives. The failure of our franchisees to support our marketing programs and strategic initiatives could adversely affect our ability to implement our business strategy and could materially harm our business, results of operations and financial condition.

Our franchisees are independent operators and we have limited influence over their operations.

Our revenues substantially depend upon our franchisees' sales volumes, profitability and financial viability. However, our franchisees are independent operators and we cannot control many factors that impact the profitability of their stores. Pursuant to the franchise agreements, we can, among other things, mandate signage, equipment and hours of operation, establish operating procedures and approve suppliers, distributors and products. However, the quality of franchise store operations may be diminished by any number of factors beyond our control. Consequently, franchisees may not successfully operate stores in a manner consistent with our standards and requirements or standards set by federal, state and local governmental laws and regulations. In addition, franchisees may not hire and train qualified managers and other personnel. While we ultimately can take action to terminate franchisees that do not comply with the standards contained in our franchise agreements, any delay in identifying and addressing problems could harm our image and reputation, and our franchise revenues and results of operations could decline.

Franchise regulations could limit our ability to terminate or replace underperforming franchises, which could adversely impact franchise revenues.

Our franchise activities are subject to federal, state and international laws regulating the offer and sale of franchises and the governance of our franchise relationships. These laws impose registration, extensive disclosure requirements and bonding requirements on the offer and sale of franchises. In some jurisdictions, the laws relating to the governance of our franchise relationship impose fair dealing standards during the term of the franchise relationship and limitations on our ability to terminate or refuse to renew a franchise. We may, therefore, be required to retain an underperforming franchise and may be unable to replace the franchisee, which could adversely impact franchise revenues. In addition, we cannot predict the nature and effect of any future legislation or regulation on our franchise operations.

We have limited influence over the decision of franchisees to invest in other businesses or incur excessive indebtedness.

Our franchisees are independent operators and, therefore, we have limited influence over their ability to invest in other businesses or incur excessive indebtedness. In some cases, these franchisees have used the cash generated by their stores to expand their other businesses or to subsidize losses incurred by such businesses. Additionally, as independent operators, franchisees do not require our consent to incur indebtedness. Consequently, our franchisees have in the past, and may in the future, experience financial distress as a result of over leveraging. To the extent that our franchisees use the cash from their stores to subsidize their other businesses or experience financial distress, due to over-leverage or otherwise, it could negatively affect (1) our operating results as a result of delayed or reduced payments of royalties, advertising fund contributions and rents for properties we lease to them, (2) our future revenue, earnings and cash flow growth and (3) our financial condition. In addition, lenders that are adversely affected by franchisees who default on their indebtedness may be less likely to provide current or prospective franchisees necessary financing on favorable terms or at all.

Economic, political and other risks associated with our international operations could adversely affect our revenues and international growth prospects.

As of December 31, 2017 , we had 228 company-owned Canadian stores, 11 company-owned The Health Store stores located in Ireland, 5 company-owned stores located in China, and 1,999 international franchise locations in approximately 50 international countries (including distribution centers where retail sales are made). As part of our business strategy, we intend to expand our international franchise presence. Our international operations are subject to a number of risks inherent to operating in foreign countries, and any expansion of our international operations will increase the effects of these risks. These risks include, among others:

• political and economic instability of foreign markets;

• foreign governments' restrictive trade policies;

• inconsistent product regulation or sudden policy changes by foreign agencies or governments;

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• the imposition of, or increase in, duties, taxes, government royalties or non-tariff trade barriers;

• difficulty in collecting international accounts receivable and potentially longer payment cycles;

• difficulty of enforcing contractual obligations of foreign franchisees;

• increased costs in maintaining international franchise and marketing efforts;

• problems entering international markets with different cultural bases and consumer preferences;

• compliance with laws and regulations applicable to international operations, such as the Foreign Corrupt Practices Act and regulations promulgated by the Office of Foreign Asset Control;

• fluctuations in foreign currency exchange rates; and

• operating in new, developing or other markets in which there are significant uncertainties regarding the interpretation, application and enforceability of laws and regulations relating to contract and intellectual property rights.

Any of these risks could have a material adverse effect on our international operations and our growth strategy.

We may be unable to successfully expand our operations into new international markets.

If the opportunity arises, we may expand our operations into new and high-growth international markets. However, there is no assurance that we will expand our operations in such markets in our desired time frame. To expand our operations into new international markets, we may enter into business combination transactions, make acquisitions or enter into strategic partnerships, joint ventures or alliances, any of which may be material. We may enter into these transactions to acquire other businesses or products to expand our products or take advantage of new developments and potential changes in the industry. Our lack of experience operating in new international markets and our lack of familiarity with local economic, political and regulatory systems could prevent us from achieving the results that we expect on our anticipated time frame or at all. If we are unsuccessful in expanding into new or high-growth international markets, it could adversely affect our operating results and financial condition.

We expect to close the Securities Purchase Agreement and the associated China joint venture described below under the risk factor titled "There can be no assurance that the conditions to the Securities Purchase Agreement with Harbin Pharmaceutical Group Holdings Co., Ltd. will be satisfied or that a satisfactory definitive agreement to enter into a China joint venture will be reached" in the second half of 2018. However, there is no assurance that the Securities Purchase Agreement will close or that the China JV will be successful.

We must successfully maintain and/or upgrade our information technology systems, and our failure to do so could have a material adverse effect on our business, financial condition or results of operations.

We rely on various information technology systems to manage our operations. Over the last several years, we have implemented, and we continue to implement, modifications and upgrades to such systems, including changes to legacy systems, replacing legacy systems with successor systems with new functionality, and acquiring new systems with new functionality. These types of activities subject us to inherent costs and risks associated with replacing and changing these systems, including impairment of our ability to fulfill customer orders, potential disruption of our internal control structure, substantial capital expenditures, additional administration and operating expenses, retention of sufficiently skilled personnel to implement and operate the new systems, demands on management time and other risks and costs of delays or difficulties in transitioning to or integrating new systems into our current systems. These implementations, modifications and upgrades may not result in productivity improvements at a level that outweighs the costs of implementation, or at all. In addition, the difficulties with implementing new technology systems may cause disruptions in our business operations and have a material adverse effect on our business, financial condition or results of operations.

Privacy protection is increasingly demanding, and we may be exposed to risks and costs associated with security breaches, data loss, credit card fraud and identity theft that could cause us to incur unexpected expenses and loss of revenue as well as other risks.

The protection of customer, employee, vendor, franchisee and other business data is critical to us. Federal, state, provincial and international laws and regulations govern the collection, retention, sharing and security of data that we receive from and about our employees, customers, vendors and franchisees. The regulatory environment surrounding information security and privacy has been increasingly demanding in recent years, and may see the imposition of new and additional requirements by states and the federal government as well as foreign jurisdictions in which we do business. Compliance with these requirements may result in cost increases due to necessary systems changes and the development of new processes to meet these requirements by us and our franchisees. In addition, customers and franchisees have a high expectation that we will adequately protect their personal information. If we or our service provider fail to comply with these laws and regulations or experience a significant breach of

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customer, employee, vendor, franchisee or other company data, our reputation could be damaged and result in an increase in service charges, suspension of service, lost sales, fines or lawsuits.

The use of credit payment systems makes us more susceptible to a risk of loss in connection with these issues, particularly with respect to an external security breach of customer information that we or third parties (including those with whom we have strategic alliances) under arrangements with us control. A significant portion of our sales require the collection of certain customer data, such as credit card information. In order for our sales channel to function, we and other parties involved in processing customer transactions must be able to transmit confidential information, including credit card information, securely over public networks. In the event of a security breach, theft, leakage, accidental release or other illegal activity with respect to employee, customer, vendor, franchisee third-party, with whom we have strategic alliances or other company data, we could become subject to various claims, including those arising out of thefts and fraudulent transactions, and may also result in the suspension of credit card services. This could cause consumers to lose confidence in our security measures, harm our reputation as well as divert management attention and expose us to potentially unreserved claims and litigation. Any loss in connection with these types of claims could be substantial. In addition, if our electronic payment systems are damaged or cease to function properly, we may have to make significant investments to fix or replace them, and we may suffer interruptions in our operations in the interim. In addition, we are reliant on these systems, not only to protect the security of the information stored, but also to appropriately track and record data. Any failures or inadequacies in these systems could expose us to significant unreserved losses, which could materially and adversely affect our earnings and the market price of our common stock. Our brand reputation would likely be damaged as well.

General economic conditions, including a prolonged weakness in the economy, may affect consumer purchases, which could adversely affect our sales and the sales of our business partners.

Our results, and those of our business partners to whom we sell, are dependent on a number of factors impacting consumer spending, including general economic and business conditions; consumer confidence; wages and employment levels; the housing market; consumer debt levels; availability of consumer credit; credit and interest rates; fuel and energy costs; energy shortages; taxes; general political conditions, both domestic and abroad; and the level of customer traffic within department stores, malls and other shopping and selling environments. Consumer product purchases, including purchases of our products, may decline during recessionary periods. A prolonged downturn or an uncertain outlook in the economy may materially adversely affect our business, revenues and profits and the market price of our common stock.

Natural disasters (whether or not caused by climate change), unusually adverse weather conditions, pandemic outbreaks, terrorist acts and global political events could cause permanent or temporary distribution center or store closures, impair our ability to purchase, receive or replenish inventory or cause customer traffic to decline, all of which could result in lost sales and otherwise adversely affect our financial performance.

The occurrence of one or more natural disasters, such as hurricanes, fires, floods and earthquakes (whether or not caused by climate change), unusually adverse weather conditions, pandemic outbreaks, terrorist acts or disruptive global political events, such as civil unrest in countries in which our suppliers are located, or similar disruptions could adversely affect our operations and financial performance. To the extent these events result in the closure of one or more of our distribution centers, a significant number of stores, a manufacturing facility or our corporate headquarters, or impact one or more of our key suppliers, our operations and financial performance could be materially adversely affected through an inability to make deliveries to our stores and through lost sales. In addition, these events could result in increases in fuel (or other energy) prices or a fuel shortage, delays in opening new stores, the temporary lack of an adequate work force in a market, the temporary or long-term disruption in the supply of products from some local and overseas suppliers, the temporary disruption in the transport of goods from overseas, delay in the delivery of goods to our distribution centers or stores, the temporary reduction in the availability of products in our stores and disruption to our information systems. These events also could have indirect consequences, such as increases in the cost of insurance, if they were to result in significant loss of property or other insurable damage. We estimate that Hurricanes Harvey, Irma and Maria impacted our 2017 same store sales adversely by 0.2%.

Our holding company structure makes us dependent on our subsidiaries for our cash flow and subordinates the rights of our stockholders to the rights of creditors of our subsidiaries in the event of an insolvency or liquidation of any of our subsidiaries.

Holdings is a holding company and, accordingly, substantially all of our operations are conducted through its subsidiaries. Holdings' subsidiaries are separate and distinct legal entities. As a result, Holdings' cash flow depends upon the earnings of its subsidiaries. In addition, Holdings depends on the distribution of earnings, loans or other payments by its subsidiaries. Holdings' subsidiaries have no obligation to provide it with funds for its payment obligations. If there is an insolvency, liquidation or other reorganization of any of Holdings' subsidiaries, Holdings' stockholders will have no right to proceed against their assets. Creditors of those subsidiaries will be entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before Holdings, as a stockholder, would be entitled to receive any distribution from that sale or disposal.

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There can be no assurance that the conditions to the Securities Purchase Agreement with Harbin Pharmaceutical Group Holdings Co., Ltd. will be satisfied or that a satisfactory definitive agreement to enter into a China joint venture will be reached.

On February 13, 2018, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Harbin Pharmaceutical Group Holdings Co., Ltd. (the “Investor”), pursuant to which we agreed to issue and sell to the Investor, and the Investor agreed to purchase, 299,950 shares of a newly created series of convertible perpetual preferred stock of the Company designated as “Series A Convertible Preferred Stock” (the “Convertible Preferred Stock”), for a purchase price of $1,000 per share, or an aggregate of approximately $300 million. In addition, the Securities Purchase Agreement provides for the parties to use their respective reasonable best efforts to negotiate in good faith definitive documentation with respect to a commercial joint venture in China (the “China JV”) pursuant to which, among other things, the joint venture would be granted an exclusive right to use our trademarks and manufacture and distribute our products in China (excluding Hong Kong, Taiwan and Macau). The joint venture would be controlled 65% by the Investor and 35% by the Company.

Consummation of the sale of the Convertible Preferred Stock is subject to several conditions set forth in the Securities Purchase Agreement, including without limitation (a) approval by our stockholders, (b) no governmental entity having prohibited or made illegal the transactions contemplated by the Securities Purchase Agreement, (c) customary anti-trust approvals, (d) entry into the China JV, (e) accuracy or representations and warranties and compliance with covenants set forth in the Stock Purchase Agreement, (f) consummation of a refinancing of our Existing Credit Agreement on terms reasonably satisfactory to the Investor, (g) appointment of certain individuals selected by the Investor to the Company’s Board of Directors and (h) certain customary filings with the Secretary of State of Delaware and the NYSE. In addition, entry into the China JV will require the satisfactory negotiation and execution of definitive agreement between the Company and the Investor.

There can be no assurance that the conditions to the Securities Purchase Agreement will be satisfied or that a satisfactory definitive agreement to enter into the China JV will be reached. If these transactions are not consummated, we will not achieve the expected benefits thereof and will be subject to the risks described above, any of which could affect our share price and future business and financial results. In addition, delays in consummating these transactions or the failure to consummate these transactions at all may result in our incurring significant additional costs in connection with such delay or termination of the Securities Purchase Agreement, significant diversion of management’s time and attention from other business matters, and/or failing to achieve the anticipated benefits associated with these transactions.

Item 1B. UNRESOLVED STAFF COMMENTS.

None.

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Item 2. PROPERTIES.

As of December 31, 2017 , there were 8,955 GNC store locations globally (including distribution centers where retail sales are made). In our U.S. and Canada segment substantially all of our stores are located on leased premises that typically range in size from 1,000 to 2,000 square feet. Most all of our domestic franchisees are located on premises we lease and then sublease to our respective franchisees. All of our franchise stores in the international markets are owned or leased directly by our franchisees. No single store is material to our operations. The table below presents our consolidated stores by location in the U.S. and international countries as of December 31, 2017 .



Location	Company-Owned	Domestic Franchise	International Franchise*
Alabama	36	15	Argentina	2
Alaska	17	—	Aruba	1
Arizona	74	3	Australia	1
Arkansas	24	4	Bahrain	6
California	283	131	Bangladesh	1
Colorado	74	5	Bolivia	30
Connecticut	45	2	Brunei	3
Delaware	17	3	Bulgaria	9
District of Columbia	7	1	Cayman Islands	2
Florida	279	110	Chile	182
Georgia	111	37	Costa Rica	25
Hawaii	27	—	Dominican Republic	3
Idaho	12	3	Ecuador	1
Illinois	120	53	El Salvador	15
Indiana	64	18	Guam	3
Iowa	29	5	Guatemala	61
Kansas	31	5	Honduras	6
Kentucky	42	7	Hong Kong	89
Louisiana	49	14	India	49
Maine	9	—	Indonesia	58
Maryland	67	22	Latvia	1
Massachusetts	81	4	Lebanon	11
Michigan	85	36	Lithuania	1
Minnesota	61	21	Malaysia	83
Mississippi	24	16	Mexico	631
Missouri	57	11	Mongolia	7
Montana	7	3	Montenegro	2
Nebraska	9	13	Myanmar	1
Nevada	32	11	Nigeria	10
New Hampshire	18	6	Oman	6
New Jersey	99	45	Pakistan	7
New Mexico	23	2	Panama	16
New York	208	48	Paraguay	3
North Carolina	125	22	Peru	38
North Dakota	9	—	Philippines	43
Ohio	118	39	Qatar	8
Oklahoma	27	17	Romania	7
Oregon	36	3	Russia	17
Pennsylvania	151	34	Saudi Arabia	61
Rhode Island	15	—	Singapore	61
South Carolina	47	21	South Africa	154
South Dakota	7	4	South Korea	157
Tennessee	55	24	Sri Lanka	1
Texas	145	223	Taiwan	50
Utah	38	6	Thailand	34
Vermont	4	—	Trinidad	9
Virginia	95	29	Turks & Caicos	2
Washington	65	15	UAE	19
West Virginia	22	6	Ukraine	1
Wisconsin	65	2	Vietnam	11
Wyoming	9	—
Puerto Rico	36	—
Military bases in other U.S. territories	5	—
U.S. Subtotal	3,195	1,099
Canada	228	—
Ireland	11	—
China	5	—
Total	3,439	1,099	Total	1,999
* Includes distribution centers where retail sales are made.

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In our Manufacturing / Wholesale segment, there are 2,418 GNC franchise "store-within-a-store" locations under our strategic alliance with Rite Aid.

In addition to the above, we own and lease the following locations to support our store operations:



	Location	Approximate Square Footage (in 000s)	Own or Lease
Corporate Headquarters:
	Pittsburgh, PA	253	Own
Nutra Manufacturing:
	Greenville, SC ⁽¹⁾	280	Own
Distribution Centers:
	Anderson, SC ⁽¹⁾	813	Own
	Indianapolis, IN	343	Lease
	Leetsdale, PA	217	Lease
	Phoenix, AZ	112	Lease
Other Locations / Offices:
	Boston, MA	2	Own
	Tustin, CA	2	Lease
	Mississauga, Ontario	5	Lease
	Dublin, Ireland	<7	Lease
	Shanghai, China	1	Lease

(1) We manufacture approximately half of our proprietary products at our manufacturing facility in Greenville, South Carolina. The Anderson, South Carolina location is used for packaging, materials receipt, lab testing, warehousing and distribution. Both the Greenville and Anderson facilities are leased on a long-term basis pursuant to "fee-in-lieu-of-taxes" arrangements with the counties in which the facilities are located, but we retain the right to purchase each of the facilities at any time during the lease for $1.00, subject to a loss of property tax benefits. The land and building of these facilities are recorded within property and equipment on our Consolidated Balance Sheet.

Our manufacturing facility is used by the Manufacturing / Wholesale segment. Distribution centers are used by all of our segments. Retail stores are used by the U.S. and Canada and International segments depending upon location.

Item 3. LEGAL PROCEEDINGS.

DMAA/Aegeline Claims. Prior to December 2013, we sold products manufactured by third parties that contained derivatives from geranium known as 1.3-dimethylpentylamine/ dimethylamylamine/ 13-dimethylamylamine, or "DMAA," which were recalled from our stores in November 2013, and/or Aegeline, a compound extracted from bael trees. As of December 31, 2017 we were named in the following 32 personal injury lawsuits involving products containing DMAA and/or Aegeline:


•	Susan Straub individually and as Administratrix of the Estate of Shane Staub v. USPlabs, LLC and General Nutrition Holdings, Inc, Common Pleas Court of Philadelphia County, Pennsylvania (Case No. 140502403), filed May 20, 2014


•	Justin Carolyne, et al. v. USPlabs, LLC, GNC Corporation, et al. Superior Court of California, County of Los Angeles (Case No. BC508212), filed May 22, 2013


•	Jeremy Reed, Timothy Anderson, Dan Anderson, Nadia Black, et al. v. USPlabs, LLC, et al., GNC, Superior Court for California, County of San Diego (Case No. 37-2013-00074052-CU-PL-CTL), filed November 1, 2013


•	Kenneth Waikiki v. USPlabs, LLC, Doyle, Geissler, USPlabs OxyElite, LLC, et al. and GNC Corporation, et al., United States District Court for the District of Hawaii (Case No. 3-00639 DMK), filed November 21, 2013


•	Nicholas Akau v. USPlabs, LLC, GNC Corporation, et al., United States District Court for the District of Hawaii (Case No. CV 14-00029), filed January 23, 2014


•	Melissa Igafo v. USPlabs, LLC, GNC Corporation, et al., United States District Court for the District of Hawaii (Case No. CV 14-00030), filed January 23, 2013


•	Calvin Ishihara v. USPlabs, LLC, GNC Corporation, et al., United States District Court for the District of Hawaii (Case No. CV 14-00031), filed January 23, 2014

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•	Gaye Anne Mattson v. USPlabs, LLC, GNC Corporation, et al., United States District for the District of Hawaii (Case No. CV 14-00032), filed January 23, 2014


•	Thomas Park v. GNC Holdings, Inc., USPlabs, LLC, Superior Court of California, County of San Diego (Case No. 37-2014-110924), filed September 8, 2014


•	Nicholas Olson, Adrian Chavez, Rebecca Fullerton, Robert Gunter, Davina Maes and Edwin Palm v. GNC Corporation, USPlabs, LLC, Superior Court of California, County of Orange (Case No. 2014-00740258) filed August 18, 2014


•	Mereane Carlisle, Charles Paio, Chanelle Valdez, Janice Favella and Christine Mariano v. USPlabs, LLC et al., United states District Court for the District of Hawaii (Case No. CV14-00029), filed January 23, 2014


•	Nichole Davidson, William Dunlao, Gina Martin, Lee Ann Miranda, Yuka Colescott, Sherine Cortinas, and Shawna Nishimoto v. GNC Corporation and USPlabs, LLC, United States District Court for the District of Hawaii (Case No. 14-cv-00364) filed October 24, 2014


•	Rodney Ofisa, Christine Mosca, Margaret Kawamoto as guardian for Jane Kawamoto (a minor), Ginny Pia, Kimberlynne Tom, Faituitasi Tuioti, Ireneo Rabang, and Tihane Laupola v. GNC Corporation and USPlabs, LLC, United States District Court for the District of Hawaii (Case No. CV14-00365) filed October 24, 2014


•	Palani Pantohan, Deborah Cordiero, J. Royal Kanamu, Brent Pascula, Christie Shiroma, Justan Chun, Kasey Grace and Adam Miyasato v. USPlabs, LLC. et al., United States District Court for the District of Hawaii (Case No. CV14-00366) filed August 15, 2014

•

Keahi Pavao, Derek Kamiya, as personal representative of the Estate of Sonnette Marras, Gary Powell, on behalf of and as conservator for M.P.C.F.S.M., a minor child, R.P.O.C.S.S.M., a minor child, M.P.C.I.H.S.M., a minor child, M.K.C.S.M., a minor child, Michael Soriano, and Lance Taniguchi v. USPlabs, LLC, et al. United States District Court for the District of Hawaii (Case No. 14-cv-00367) filed October 24, 2014


•	Kai Wing Tsui and John McCutchen v. GNC Corporation, USPlabs, LLC, Superior Court of California, County of Los Angeles (Case No. BC559542), filed October 6, 2014


•	Dennis Balila, Melinda Jean Collins, Janice Samson, Mia Fagley, Clayton Goo, Joliana Kurtz and Mae Kwan v. USPlabs, LLC et al., California Superior Court, San Diego County (Case No. 37-2015-00008455), filed March 13, 2015


•	Cuong Bahn, Ismael Flores, Chue Xiong, Leilani Groden, Trudy Jenkins, and Mary Hess v. USPlabs, LLC et al., California Superior Court, Orange County (Case No. 30-2015-00776749), filed March 12, 2015


•	Alexis Billones, Austin Ashworth, Karen Litre, Nancy Murray, Wendy Ortiz, Edward Pullen, and Corazon Vu v. USPlabs, LLC et al., California Superior Court, Los Angeles County (Case No. BC575264), filed March 13, 2015


•	Asofiafia Morales, Richard Ownes, Lynn Campbell, Joseph Silzgy, Delphone Smith-Dean, Nicole Stroud, Barrett Mincey and Amanda Otten v. USPlabs, LLC et al., California Superior Court, Los Angeles County (Case No. BC575262), filed March 13, 2015


•	Laurie Nadura, Angela Abril-Guthmiller, Sarah Rogers, Jennifer Apes, Ellen Beedie, Edmundo Cruz, and Christopher Almanza v. USPlabs, LLC et al., California Superior Court, Monterey County (Case No. M131321), filed March 13, 2015


•	Cynthia Novida, Demetrio Moreno, Mee Yang, Tiffone Parker, Christopher Tortal, David Patton and Raymond Riley v. USPlabs, LLC et al., California Superior Court, San Diego County (Case No. 37-2015-00008404), filed March 13, 2015


•	Johanna Stussy, Lai Uyeno, Gwenda Tuika-Reyes, Zeng Vang, Kevin Williams, and Kristy Williams v. USPlabs, LLC, et al., California Superior Court, Santa Clara County (Case No. 115CV78045), filed March 13, 2015


•	Natasiri Tali, Tram Dobbs, Mauela Reyna-Perez, Kimberly Turvey, Meagan Van Dyke, Hang Nga Tran, Shea Steard, and Jimmy Tran v. USPlabs, LLC et al., California Superior Court, Los Angeles County (Case No. BC575263), filed March 13, 2015

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•	Issam Tnaimou, Benita Rodriguez, Marcia Rouse, Marcel Macy, Joseph Worley, Joanne Zgrezepski, Crystal Franklin, Deanne Fry, and Caron Jones, in her own right, o/b/h Joshua Jones and o/b/o The Estate of James Jones v. USPlabs, LLC et al., California Superior Court, Monterey County (Case No. M131322), filed March 13, 2015


•	Kuulei Hirota v. USPlabs, LLC et al., First Circuit Court, State of Hawaii (Case No. 15-1-0847-05), filed May 1, 2015


•	Roel Vista v. USPlabs, LLC, GNC Corporation et al., California Superior Court, County of Santa Clara (Case No. CV-14-0037), filed January 24, 2014


•	Larry Tufts v. USPlabs, LLC, GNC Corporation et al., Court of Common Pleas for the County of Jasper, South Carolina (Case No. 2016-CP-27-0257), filed June 16, 2016


•	Dominic Little, David Blake Allen, Jeff Ashworth, Naomi Book and Stanley Book as Conservators of the Estate of Justin Book, Martin Sanchez, John Bainter, Rich Wolnik, Brian Norris, Joseph Childs, Jimi Hernandez and Novallie Hill v. USPlabs, LLC, et al., California Superior Court, Los Angeles County (Case No. BC534065), filed January 23, 2014


•	David Ramirez, Michelle Sturgill, Joseph losefa, Yanira Bernal, Jacob Michels, Cynthia Gaona and Tamara Gandara v. USPlabs, LLC, et al., California Superior Court Orange County (Case No. 30-2015-00783256-CU-PL-CXC), filed April 16, 2015


•	Thad Estrada v. USPlabs, LLC, et al., United States District Court for the District of Hawaii (Case No. CV-15-00228), filed June 17, 2016


•	Calwin Williams v. USPlabs, LLC, et al., Circuit Court of Jackson County, State of Missouri at Independence (Case No. 1716-CV-23399), filed September 28, 2017

The proceedings associated with the majority of these personal injury cases, which generally seek indeterminate money damages, are in the early stages, and any liabilities that may arise from these matters are not probable or reasonably estimable at this time.

We are contractually entitled to indemnification by our third-party vendor with regard to these matters, although our ability to obtain full recovery in respect of any such claims against us is dependent upon the creditworthiness of our vendor and/or its insurance coverage and the absence of any significant defenses available to its insurer.

Other Legal Proceedings. For additional information regarding certain legal proceedings to which we are a party, see Item 8, "Financial Statements and Supplementary Data," Note 11, "Commitments and Contingencies."

Item 4. MINE SAFETY DISCLOSURES

This Item 4 is not applicable.

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PART II


Item 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF SECURITIES.

Market Information

Since March 31, 2011, our common stock has been traded on the NYSE under the symbol "GNC." As of February 22, 2018, there were 83,662,233 shares of common stock outstanding, the closing price of our common stock was $4.05 per share, and we had 26 stockholders of record (including 21 holders of restricted stock).

The following table presents the high and low sales prices and dividend declared by quarter for the common stock, as reported by the NYSE:



2017 quarter ended	High		Low		Dividend per Share
March 31	$	11.45	$	6.95	$	—
June 30	$	9.20	$	6.65	$	—
September 30	$	10.95	$	7.74	$	—
December 31	$	8.91	$	3.35	$	—



2016 quarter ended	High		Low		Dividend per Share
March 31	$	32.74	$	23.13	$	0.20
June 30	$	35.90	$	23.23	$	0.20
September 30	$	28.11	$	18.92	$	0.20
December 31	$	22.32	$	10.29	$	0.20



2015 quarter ended	High		Low		Dividend per Share
March 31	$	49.66	$	41.43	$	0.18
June 30	$	49.06	$	40.93	$	0.18
September 30	$	51.69	$	39.65	$	0.18
December 31	$	43.09	$	22.64	$	0.18

Dividends

In February 2017, the Board of Directors approved our recommendation to suspend the quarterly dividend. The dividend suspension is part of a broader plan to utilize a greater portion of our free cash to reduce debt.

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Issuer Purchases of Equity Securities



Period ⁽¹⁾	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽²⁾	Dollar Value of Shares That May Yet be Purchased Under the Plan or Program
October 1 to October 31, 2017	—	$	—	—	$	197,795,011
November 1 to November 30, 2017	—	$	—	—	$	197,795,011
December 1 to December 31, 2017	—	$	—	—	$	197,795,011
Total	—	$	—	—

(1) Other than as set forth in the table above, we made no purchases of shares of Class A common stock for the quarter ended December 31, 2017.

(2) In August 2015, the Board approved a $500.0 million multi-year repurchase program in addition to the $500.0 million multi-year program approved in August 2014, bringing the aggregate share repurchase program to $1.0 billion of Holdings' common stock. As of December 31, 2017, $197.8 million remains available for purchase under the program.

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Stock Performance Graph

The graph below matches GNC Holdings, Inc.'s cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the S&P 500 index and the S&P 500 Retail index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2012 to December 31, 2017.

*$100 invested on December 31, 2012 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.

Copyright© 2017 Standard & Poor's, a division of S&P Global. All rights reserved

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Item 6. SELECTED FINANCIAL DATA.

The selected consolidated financial data presented below as of December 31, 2017 and 2016 and for the years ended December 31, 2017 , 2016 and 2015 are derived from our audited Consolidated Financial Statements and Footnotes included in this Annual Report. The selected consolidated financial data presented below as of December 31, 2015 , 2014 and 2013 and for the years ended December 31, 2014 and 2013 are derived from our audited Consolidated Financial Statements and Footnotes not included in this Annual Report. The Consolidated Financial Statements for the year ended December 31, 2017 were impacted significantly by long-lived asset impairment charges, the convertible debt exchange and enacted tax reform legislation. The Consolidated Financial Statements for the year ended December 31, 2016 were significantly impacted by long-lived asset impairment charges and gains on refranchising.

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You should read the following financial information together with the information under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited Consolidated Financial Statements and related notes in Item 8, "Financial Statements and Supplementary Data."



	As of and for the Year ended December 31,
(in millions, except per share data)	2017			2016			2015			2014			2013
Statement of Operations Data: ⁽¹⁾
Revenue	$	2,453.0		$	2,540.0		$	2,683.3		$	2,655.0		$	2,664.3
Cost of sales, including warehousing, distribution and occupancy	1,653.0			1,679.9			1,698.7			1,674.8			1,673.8
Gross profit	800.0			860.1			984.6			980.2			990.5
Selling, general and administrative	603.6			575.2			567.3			554.8			533.7
Gains on refranchising	(0.4		)	(19.1		)	(7.6		)	(9.9		)	(2.7		)
Long-lived asset impairments	457.8			476.6			28.3			—			—
Other (income) loss net ⁽²⁾	(0.5		)	0.4			3.5			(4.2		)	(1.0		)
Operating (loss) income	(260.5		)	(173.0		)	393.1			439.5			460.5
Interest expense, net	64.2			60.4			50.9			46.7			53.0
Gain on convertible debt and debt refinancing costs	(11.0		)	—			—			—			—
(Loss) Income before income taxes	(313.7		)	(233.4		)	342.2			392.8			407.5
Income tax (benefits) expense	(164.8		)	52.9			122.9			136.9			142.5
Net (loss) income	$	(148.9	)	$	(286.3	)	$	219.3		$	255.9		$	265.0
Weighted average shares outstanding:
Basic	68.8			69.4			83.9			90.5			96.5
Diluted	68.8			69.4			84.2			90.9			97.4
(Loss) Earnings per share:
Basic	$	(2.16	)	$	(4.12	)	$	2.61		$	2.83		$	2.75
Diluted	$	(2.16	)	$	(4.12	)	$	2.60		$	2.81		$	2.72
Dividends declared per share	$	—		$	0.80		$	0.72		$	0.64		$	0.60
Balance Sheet Data:
Cash and cash equivalents	$	64.0		$	34.5		$	56.5		$	133.8		$	226.2
Working capital ⁽³⁾⁽⁴⁾	478.1			478.6			504.3			628.4			715.2
Total assets ⁽⁴⁾	1,516.6			2,055.8			2,543.5			2,670.6			2,734.8
Total current and non-current long-term debt	1,297.0			1,540.5			1,449.2			1,337.9			1,341.8
Stockholders' (deficit) equity	(162.0		)	(95.0		)	468.6			756.0			815.6

Statement of Cash Flows:
Net cash provided by operating activities	$	220.5		$	208.2		$	354.5		$	303.8		$	239.4
Net cash used in investing activities	(23.8		)	(22.4		)	(45.6		)	(75.5		)	(78.3		)
Net cash used in financing activities	(168.1		)	(207.5		)	(384.5		)	(321.0		)	(94.3		)
Capital expenditures	32.1			59.6			45.8			70.5			50.2


(1)	Figures may not sum due to rounding


(2)	In 2017, other income principally related to $1.2 million of foreign currency gains and $1.0 million related to insurance and lease settlements, partially offset by a $1.7 million loss attributed to the sale of substantially all of the assets of the Lucky Vitamin e-commerce business.

In 2016, other loss principally related to $0.4 million of foreign currency losses.

In 2015, other loss principally related to a $2.7 million loss on sale of Discount Supplements and $0.8 million of foreign currency losses.

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In 2014, other income principally related to a $4.4 million reversal of a contingent purchase price liability partially offset by $0.2 million of foreign currency losses.

In 2013, other income principally related to a $1.0 million reversal of a contingent purchase price liability.


(3)	D efined as current assets less current liabilities.

(4)

Includes the adoption of ASU 2015-17 relating to the presentation of deferred tax assets and liabilities as non-current on the balance sheet. The company reclassified current deferred income tax assets formerly presented within total current assets as a reduction to deferred income taxes presented within total long-term liabilities on the Consolidated Balance Sheet for 2016, 2015, 2014, and 2013 of $12.8 million, $10.9 million, $7.6 million, and $3.8 million, respectively. The reclassification in 2016 also included a $0.1 million increase to other long-term assets.

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The following table summarizes our stores for the periods indicated:



	Year Ended December 31,
	2017		2016		2015		2014		2013
U.S. & Canada
Company-owned ^(a) :
Beginning of period balance	3,513		3,584		3,487		3,332		3,178
Store openings	59		69		115		183		170
Acquired franchise stores ^(b)	60		21		44		25		16
Franchise conversions ^(c)	(2	)	(102	)	(33	)	(25	)	(9	)
Store closings	(207	)	(59	)	(29	)	(28	)	(23	)
End of period balance	3,423		3,513		3,584		3,487		3,332
Domestic Franchise:
Beginning of period balance	1,178		1,084		1,070		1,012		949
Store openings	29		33		32		70		74
Acquired franchise stores ^(b)	(60	)	(21	)	(44	)	(25	)	(16	)
Franchise conversions ^(c)	2		102		33		25		9
Store closings	(50	)	(20	)	(7	)	(12	)	(4	)
End of period balance	1,099		1,178		1,084		1,070		1,012
International ^(d)
Beginning of period balance	1,973		2,095		2,150		2,034		1,840
Store openings ^(e)	243		108		144		208		325
Store closings ^(f)	(201	)	(230	)	(199	)	(92	)	(131	)
End of period balance	2,015		1,973		2,095		2,150		2,034
Store-within-a-store (Rite Aid):
Beginning of period balance	2,358		2,327		2,269		2,215		2,181
Store openings	70		41		59		60		41
Store closings	(10	)	(10	)	(1	)	(6	)	(7	)
End of period balance	2,418		2,358		2,327		2,269		2,215
Total Stores	8,955		9,022		9,090		8,976		8,593

_______________________________________________________________________________


(a)	Includes Canada.


(b)	Stores that were acquired from franchisees and subsequently converted into company-owned stores.


(c)	Company-owned store locations sold to franchisees.


(d)	Includes franchise locations in approximately 50 countries (including distribution centers where sales are made) and company-owned stores located in Ireland (The Health Store) and China.


(e)	In 2017, store openings include 145 stores-within-a-store in South Africa not formerly included in the store count. Effective at the end of the third quarter of 2017, these stores were subject to royalties on retail sales and as a result, have been included in the store count.


(f)	In 2017, store closings include 68 store-within-a-store locations in Peru which did not contribute significantly to revenue.

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion in conjunction with Item 6, "Selected Financial Data" and our audited Consolidated Financial Statements and the related notes included in Item 8, "Financial Statements and Supplementary Data." The discussion in this section contains forward-looking statements that involve risks and uncertainties. See Part I, Item 1A, "Risk Factors" in this Annual Report for a discussion of important factors that could cause actual results to differ materially from those described or implied by the forward-looking statements contained herein.

Overview

We are a global specialty retailer of health, wellness and performance products, including protein, performance supplements, weight management supplements, vitamins, herbs and greens, wellness supplements, health and beauty, food and drink and other general merchandise. We derive our revenues principally from: product sales through our company-owned stores; the internet primarily through our websites, GNC.com and prior to the sale of its assets on September 30, 2017, LuckyVitamin.com, as well as third-party websites; domestic and international franchise activities; and sales of products manufactured in our facility to third parties. We sell products through a worldwide network of approximately 9,000 locations operating under the GNC brand name.

We believe the competitive strengths that position us as a leader in the specialty nutritional supplement space include our: well-recognized brand; stable base of long-term customers; geographically diverse store base; vertically integrated operations and differentiated service model designed to enhance the customer experience.

Our Current Strategy

Prior to 2017, we had been experiencing declining traffic trends leading to decreasing same store sales in our retail stores. After extensive consumer research and market analysis we determined that our business model needed to be reimagined. Listening to the customer and addressing their key issues led to the development and launch of the One New GNC in December 2016. Customers responded to the simplified pricing model, enhanced loyalty programs and product innovation during 2017 driving positive comparable store sales in the fourth quarter of 2017 of 5.7%, including GNC.com.

Management has been focused on the following key areas to move the business forward:


•	Loyalty programs. As of December 31, 2017, we had 11.4 million members in our myGNC Rewards program, of which 0.8 million members were enrolled in our PRO Access program. We see opportunity to leverage this extensive customer relationship management database in the more future to more efficiently serve our customers.

•

Proprietary products and innovation capabilities. We believe that product innovation is critical to our growth, brand image superiority and competitive advantage. Through market research, interactions with customers and partnerships with leading industry vendors, we work to identify shifting consumer trends that can inform our product development process. We believe that our brand portfolio of proprietary products, which are available in our stores, on GNC.com, on our market place on Amazon.com and other third-party websites, advances GNC's brand presence and our general reputation as a leading retailer of health and wellness products.

We recently launched Slimvance, a natural weight loss product that delivers clinically proven results, in stores in December 2017 with the official launch in January 2018. Slimvance, along with a suite of complimentary products that are part of our BodyDynamics product line. Slimvance is the first of several new, exclusive products planned for this year and we are pleased with the results to date.

•

Customer experience . We are continuing to work on improvements in product availability and the in-store shopping experience. We are investing in our online and omnichannel capabilities to better meet consumer demand without regard to the place and time a customer is interested in GNC. We believe that developing the capability to leverage all of our sales channels to deliver a consistent and high-quality customer experience will differentiate us from other competitors, particularly online-only options. Our store base is a competitive advantage over online-only competitors especially as we continue to develop our in-store associates to deliver thoughtful assistance throughout the shopping experience. Specifically, we have been focused on the following:

◦

We made significant changes in our e-commerce pricing and promotion strategy in 2016, which eliminated channel conflict and bulk sales. These changes allowed GNC to successfully launch on Amazon in January 2017. In addition, the recently completed re-platforming of the website from a third-party to a cloud-based solution provides more flexibility and control for new features and enhancements including advanced personalization capability, improved merchandising and opportunity for omnichannel expansion, which is creating the ability to better optimize the e-commerce business;

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◦

Technology, training and incentives for store associates have been refocused on loyalty, building basket, and growing our proprietary GNC brand. For example, tablets can now be used by store associates to enroll customers into the loyalty programs and facilitate product recommendations supporting customer regimens. In addition, in-store subscription services were piloted in December 2017 with a full rollout to all domestic corporate stores expected in the first half of 2018. In addition, other initiatives including single sign-on functionality, accessibility to membership rewards on GNC.com, improved online content and buy online/ship to store, are being developed and are expected to be available at varying points during 2018; and

◦

Supply chain focus has been reducing overall enterprise inventory including lower weeks of supply while maintaining in-stocks. Our focus has been to reduce lead time, strengthen our forecasting practices and optimize our product assortment at the store level. Additional focus has also been placed on consistency of in-stocks across all channels and testing store service improvements. Our inventory decreased from $583.2 million at December 31, 2016 to $506.9 million at December 31, 2017.

Key Performance Indicators

The primary key performance indicators that senior management focuses on include revenue and operating income for each segment, which are discussed in detail within "Results of Operations", as well as same store sales growth.

As fully defined below, we have clarified the definition of same store sales in the first quarter of 2017, which now excludes sales from our membership programs, including the Gold Card program discontinued in the U.S. in December 2016 and the new loyalty PRO Access program launched in connection with the One New GNC. Same store sales now include only product sales. The table below presents the key components of same store sales.



	2017										2016
U.S. Company-Owned Same Store Sales, including GNC.com	Q1 3/31		Q2 6/30		Q3 9/30		Q4 12/31		YTD 12/31		Q1 3/31		Q2 6/30		Q3 9/30		Q4 12/31		YTD 12/31
Total same store sales	(3.9	)%	(0.9	)%	1.3	%	5.7	%	0.2	%	(2.3	)%	(3.9	)%	(8.6	)%	(11.3	)%	(6.3	)%
Drivers of same store sales:
Number of transactions	9.3	%	12.3	%	12.4	%	11.7	%	11.6	%	(4.1	)%	(5.5	)%	(6.6	)%	(6.5	)%	(5.6	)%
Average transaction amount	(12.1	)%	(11.8	)%	(9.9	)%	(5.4	)%	(10.2	)%	1.8	%	1.7	%	(2.2	)%	(5.2	)%	(0.8	)%
Contribution to same store sales:
Domestic retail same store sales	(3.6	)%	(0.5	)%	(1.2	)%	0.2	%	(1.4	)%	(1.9	)%	(3.4	)%	(6.5	)%	(6.6	)%	(4.5	)%
GNC.com contribution to same store sales	(0.3	)%	(0.4	)%	2.5	%	5.5	%	1.6	%	(0.4	)%	(0.5	)%	(2.1	)%	(4.7	)%	(1.8	)%
Total same store sales	(3.9	)%	(0.9	)%	1.3	%	5.7	%	0.2	%	(2.3	)%	(3.9	)%	(8.6	)%	(11.3	)%	(6.3	)%

Same store sales for company-owned stores include point-of-sale retail sales from all domestic stores which have been operating for twelve full months following the opening period. We are an omnichannel retailer with capabilities that allow a customer to use more than one channel when making a purchase, including in-store and through e-commerce channels, which include our wholly-owned website GNC.com and third-party websites, including Amazon (the sales from which are included in the GNC.com business unit) where product assortment and price are controlled by us, in which purchases are fulfilled by direct shipment to the customer from one of our distribution facilities as well as third-party e-commerce vendors. In-store sales are reduced by sales originally consummated online or through mobile devices and subsequently returned in-store. Sales of membership programs, including the new PRO Access loyalty program and former Gold Card program, which is no longer offered in the U.S., as well as the net change in the deferred points liability associated with the myGNC Rewards program, are excluded from same store sales.

Same store sales are calculated on a daily basis for each store and exclude the net sales of a store for any period if the store was not open during the same period of the prior year. When a store’s square footage has been changed as a result of reconfiguration or relocation in the same mall or shopping center, the store continues to be treated as a same store. If, during the period presented, a store was closed, relocated to a different mall or shopping center, or converted to a franchise store or a company-owned store, sales from that store up to and including the closing day or the day immediately preceding the relocation or conversion are included as same store sales as long as the store was open during the same period of the prior year. Corporate stores are included in same store sales after the thirteenth month following a relocation or conversion to a company-owned store.

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We also provide retail comparable same stores sales of our franchisees as well as our Canada business if meaningful to current results. While retail sales of franchisees are not included in the Consolidated Financial Statements, the metric serves as a key performance indicator of our franchisees, which ultimately impacts wholesale sales and royalties and fees received from franchisees. We compute same store sales for our franchisees and Canada business consistent with the description of corporate same store sales above. Same store sales for international franchisees and Canada exclude the impact of foreign exchange rate changes relative to the U.S. dollar.

Non-GAAP Measures

We have included operating (loss) income for our reportable segments below under "Results of Operations" adjusted to exclude the impact of the long-lived asset impairments and gains on refranchising because we believe it represents an effective supplemental means by which to measure our segment’s operating performance. We believe that this metric is useful to investors as it enables our management and our investors to evaluate and compare our segment’s results from operations in a more meaningful and consistent manner by excluding specific items that are not reflective of ongoing operating results. However, this metric is not a measurement of our segment’s performance under GAAP and should not be considered as

an alternative to net income, operating income or any other performance measures derived in accordance with GAAP, or as an alternative to GAAP cash flow from operating activities, or as a measure of our profitability or liquidity.

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Results of Operations

The following information presented was derived from our audited Consolidated Financial Statements and accompanying notes included in Item 8, "Financial Statements and Supplementary Data."

(Expressed as a percentage of total consolidated revenue)



	Year ended December 31,
	2017 ^(*)		2016 ^(*)		2015 ^(*)
Revenues:
U.S. and Canada	81.3	%	81.0	%	80.8	%
International	7.2	%	6.3	%	6.8	%
Manufacturing / Wholesale:
Intersegment revenues	9.4	%	8.6	%	10.0	%
Third Party	8.8	%	9.3	%	8.8	%
Subtotal Manufacturing / Wholesale	18.2	%	17.9	%	18.8	%
Other	2.7	%	3.4	%	3.6	%
Elimination of intersegment revenue	(9.4	)%	(8.6	)%	(10.0	)%
Total net revenues	100.0	%	100.0	%	100.0	%
Operating expenses:
Cost of sales, including warehousing, distribution and occupancy	67.4	%	66.1	%	63.3	%
Gross Profit	32.6	%	33.9	%	36.7	%
Selling, general and administrative expenses	24.6	%	22.6	%	21.1	%
Gains on refranchising	0.0	%	(0.8	)%	(0.3	)%
Long-lived asset impairments	18.7	%	18.8	%	1.1	%
Other (income) loss, net	—	%	—	%	0.1	%
Total operating expenses	110.6	%	106.8	%	85.3	%
Operating (loss) income:
U.S. and Canada	(10.0	)%	(4.1	)%	14.1	%
International	2.5	%	2.2	%	2.4	%
Manufacturing / Wholesale	2.0	%	(0.8	)%	3.2	%
Unallocated corporate costs and other:
Corporate costs	(4.2	)%	(4.1	)%	(3.7	)%
Other	(0.8	)%	—	%	(1.4	)%
Subtotal unallocated corporate and other costs	(5.0	)%	(4.1	)%	(5.1	)%
Total operating (loss) income	(10.6	)%	(6.8	)%	14.7	%
Interest expense, net	2.6	%	2.4	%	1.9	%
Gain on convertible debt and debt refinancing costs	(0.4	)%	—	%	—	%
(Loss) income before income taxes	(12.8	)%	(9.2	)%	12.8	%
Income tax (benefit) expense	(6.7	)%	2.1	%	4.6	%
Net (loss) income	(6.1	)%	(11.3	)%	8.2	%

(*) Figures may not sum due to rounding

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Comparison of the Years Ended December 31, 2017 (current year) and 2016 (prior year)

Revenues

Our consolidated net revenues decreased $87.0 million , or 3.4% , to $2,453.0 million in the current year compared with $2,540.0 million in 2016 . The decrease was the result of lower sales in our U.S. and Canada and Manufacturing / Wholesale segments, partially offset by higher sales in our International segment. In addition, the sale of Lucky Vitamin on September 30, 2017 contributed to the decrease in revenue, which was formerly presented in the U.S. and Canada segment and is now reflected within Other as explained in Item 8, "Financial Statements and Supplementary Data," Note 16, "Segments."

U.S. and Canada. Revenues in our U.S. and Canada segment decreased $64.6 million , or 3.1% , to $1,993.4 million in the current year compared with $2,058.0 million in 2016 . E-commerce sales (which now exclude Lucky Vitamin) were 6.4% of U.S. and Canada revenue for the year ended December 31, 2017 , compared with 5.2% in the year ended December 31, 2016 . The $64.6 million decrease in revenue in the current year as compared with the prior year was primarily due to the following:

• The change in our loyalty programs resulted in a decrease to revenue of $35.9 million. Gold Card sales in the U.S. decreased $42.4 million, which includes the impact from the recognition of $24.4 million in deferred revenue in the first quarter of 2017, net of $1.4 million of applicable coupon redemptions. The reduction was offset by a $6.5 million net increase to revenue related to the new loyalty programs as PRO Access membership fees were partially offset by the change in the free myGNC Rewards deferred points liability;

• The decrease in the number of corporate stores from 3,513 at December 31, 2016 to 3,423 at December 31, 2017 contributed an approximate $21 million decrease to revenue;

• A decrease in domestic franchise revenue of $3.7 million to $319.8 million in the current year compared with $323.5 million in 2016 (which excludes $3.2 million of Gold Card sales associated with the change in our loyalty programs as explained above) due to the impact of a decrease in retail same store sales of 2.4% and a decrease in the number of franchise stores from 1,178 at December 31, 2016 to 1,099 at December 31, 2017;

• A year-over-year decrease in our Canada business (not currently under the One New GNC) of $6.8 million was primarily due to a reduction in same store sales of 10.9% ; and

• Partially offsetting the above decreases was an increase in U.S. company-owned same store sales of 0.2% , which includes GNC.com sales, which resulted in a $5.1 million increase to revenue. GNC.com contributed 1.6% to the increase in same store sales due to increased sales through Amazon as well as the change to better align our web promotions to our stores in August 2016. Same store sales for company-owned stores decreased 1.4% in the current year due to lower sales in Protein, Vitamins, Weight Management Supplements, Food/Drink, and Wellness Supplement categories, partially offset by higher sales in the Performance Supplements, Health and Beauty, and Herbs/Greens categories. The decrease in company-owned same store sales includes an estimated 0.2% from the impact of Hurricanes Harvey, Irma and Maria.

International. Revenues in our International segment increased $16.7 million , or 10.4% , to $177.4 million in 2017 compared with $160.7 million in 2016 . Revenues from our China business increased by $14.5 million in the current year compared with the prior year largely due to higher cross-border e-commerce sales. Revenue from our international franchisees increased $1.3 million in the current year compared to the prior year despite reporting a decrease in retail same store sales of 0.6% .

Manufacturing / Wholesale. Revenues in our Manufacturing / Wholesale segment, excluding intersegment revenues, decreased $19.6 million in the current year compared to the prior year. Third-party contract manufacturing sales decreased by $6.6 million, or 4.9%, to $127.9 million in the current year compared with $134.5 million in 2016 primarily due to lower demand associated with decreased sales with certain customers. Sales to our wholesale partners decreased $12.9 million, or 12.8% to $88.2 million for the year ended December 31, 2017 compared with $101.1 million in 2016 primarily due to lower demand and the termination of Drugstore.com that occurred in September 2016. Intersegment sales increased $12.7 million , or 5.8% , from $218.8 million in the prior year to $231.5 million in the current year reflecting our increasing focus on proprietary products.

Other. The sale of Lucky Vitamin in September 2017 resulted in a decrease to revenue of $19.5 million in the current year compared with the prior year, which had a very insignificant impact on operating income as explained further below.

Cost of Sales and Gross Profit

Cost of sales, which includes product costs, warehousing, distribution and occupancy costs, decreased $26.9 million , or 1.6% , to $1,653.0 million in the current year compared with $1,679.9 million in 2016 . Gross profit decreased $60.1 million from $860.1 million in the prior year to $800.0 million in the current year, and as a percentage of revenue, decreased from 33.9% in the prior year to 32.6% in the current year primarily due to lower domestic retail product margin rate and occupancy expense deleverage associated with lower sales. The decrease in domestic retail product margin rate was primarily due to the impact of

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pricing and loyalty program changes associated with the One New GNC including the impact of discontinuing the Gold Card program in the U.S., partially offset by the favorable comparative effect of prior year reserves on certain third-party and proprietary inventory and deep discounts on excess vitamins inventory nearing expiration in the first quarter of 2016.

Selling, General and Administrative ("SG&A") Expense

SG&A expense, including compensation and related benefits, advertising and other expenses, increased $28.4 million , or 4.9% , to $603.6 million in the current year compared with $575.2 million in 2016 . As a percentage of revenue, SG&A expense was 24.6% in the current year compared with 22.6% in 2016 . Compensation and related benefits increased $18.0 million, primarily due to higher wages and benefits for store and field associates and $3.3 million of stock-based compensation and other executive placement costs associated with the hiring of our new Chief Executive Officer, partially offset by severance expense of $4.5 million associated with the departure of our former Chief Executive Officer. Marketing expense increased by $15.1 million to support incremental online advertising and higher China sales. Partially offsetting the above increases was a decrease in other SG&A expenses of $4.7 million due to lower legal-related expenses, partially offset by higher commissions to support GNC.com sales.

Gains on Refranchising

Gains on refranchising were $0.4 million for the year ended December 31, 2017 resulting from the sale of two company-owned stores. We sold 102 company-owned stores to franchisees in the prior year, of which 84 related to one franchisee, resulting in total refranchising gains of $19.1 million .

Long-Lived Asset Impairments

We recorded $457.8 million in non-cash long-lived asset impairments, consisting of $395.6 million related to the brand name (of which $394.0 million was allocated to the U.S. and Canada segment and $1.6 million was allocated to the International segment), $24.3 million related to goodwill in our Wholesale reporting unit, $19.4 million related to Lucky Vitamin and the remaining related to property and equipment at certain of our underperforming stores.

We recorded $476.6 million in non-cash long-lived asset impairments in the prior year consisting of $471.1 million related to goodwill (Domestic Stores, Manufacturing and Canada reporting units for $366.4 million, $90.5 million and $14.2 million, respectively) and the remaining related to property and equipment.

Refer to Item 8, “Financial Statements and Supplementary Data,” Note 5, “Goodwill and Intangible Assets” and Note 6, “Property, Plant and Equipment, Net” for more information.

Other (income) loss, Net

Other income, net, in the current year of $0.5 million consisted of $1.2 million in foreign currency gains and gains of $1.0 million related to insurance and lease settlements, partially offset by a $1.7 million loss attributed to the sale of substantially all of the assets of the Lucky Vitamin e-commerce business. Other loss, net in the prior year of $0.4 million relates to foreign currency losses.

Operating Loss

As a result of the foregoing, consolidated operating loss was $260.4 million in the current year compared with operating loss of $172.9 million in 2016 . Operating loss in the current and prior year was impacted significantly by non-cash long-lived asset impairment charges of $457.8 million and $476.6 million, respectively, as described above. Operating loss in the prior year was also impacted significantly by refranchising gains of $19.1 million .

U.S and Canada. Operating loss was $246.1 million in the current year compared with a loss of $104.9 million in 2016 . As explained above, long-lived asset impairments were recorded in the current year and prior year, which impacted the U.S. and Canada segment by $412.5 million and $386.0 million, respectively. Excluding these items and gains on refranchising of $0.4 million and $19.1 million in the current year and prior year, respectively, operating income was $166.0 million in the current year or 8.3% of segment revenue compared with $262.0 million in the prior year or 12.7% of segment revenue.

The decrease in operating income compared with the prior year was primarily due to lower domestic retail product margin rate as explained above under "Cost of Sales and Gross Profit," higher salaries and benefits of $15.9 million associated with higher store and field wages and an increase in marketing expense of $13.7 million primarily related to incremental online advertising. Also contributing to the decrease in operating income rate was expense deleverage associated with lower revenues.

International. Operating income was $60.6 million in the current year compared with $55.4 million in 2016 . As explained above, a long-lived asset impairment of $1.6 million was recorded in the current year. Excluding this non-cash impairment charge, operating income was $62.2 million, or 35.1% of segment revenue, in the current year compared with 34.5% of segment revenue in the prior year. The increase in operating income was primarily associated with our China business largely from cross-

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border e-commerce sales, partially offset by higher marketing to support the increase in China sales and the comparative effect of a bad debt allowance associated with a franchisee that was recorded in the prior year.

Manufacturing / Wholesale. Operating income was $48.0 million in the current year compared with operating loss of $20.0 million in 2016 . Operating income in the current year and operating loss in the prior year was significantly impacted by goodwill impairment charges of $24.3 million and $90.5 million, respectively. Excluding these non-cash impairment charges, operating income was $72.3 million, or 16.1% of segment revenue in the current year compared with $70.5 million, or 15.5% of segment revenue in the prior year. The increase in operating income was primarily due to higher intersegment sales, which resulted in favorable manufacturing variances.

Other. Operating loss was $20.8 million in the current year primarily due to $19.4 million of non-cash long-lived asset impairments recorded in the second quarter and $1.7 million of a loss on sale relating to the Lucky Vitamin e-commerce business.

Corporate costs. Corporate costs decreased $1.3 million to $102.1 million in the current year compared with $103.4 million in 2016 primarily due to severance expense in the prior year of $4.5 million associated with the departure of our former Chief Executive Officer and lower legal-related charges, partially offset by $3.3 million of stock-based compensation and other executive placement costs associated with the hiring of our new Chief Executive Officer in 2017.

Interest Expense

Interest expense was $64.2 million for the year ended December 31, 2017 compared with $60.4 million in 2016 primarily due to a higher interest rate on the Term Loan Facility.

Gains on convertible debt and debt refinancing costs

The convertible debt exchange resulted in a gain of $15.0 million and together with other legal, investing banking and rating agency fees resulted in a net gain of $11.0 million. Refer to Item 8, "Financial Statements and Supplementary Data," Note 7, "Long-Term Debt /Interest Expense" for more information.

Income Tax (Benefit) Expense

We recognized an income tax benefit of $164.8 million in the current year. The current year effective tax rate was significantly impacted by a $90.5 million reduction to net deferred tax liabilities, which were revalued using a lower corporate tax rate associated with Tax Cuts and Jobs Act of 2017 and, a $24.3 million goodwill impairment charge, the majority of which is not deductible for tax purposes. The tax rate was also impacted by a reduction to a valuation allowance of $3.8 million.

In the prior year, we recognized tax expense of $52.9 million . The effective tax rate in 2016 was significantly impacted by $471.1 million of goodwill impairments, the majority of which were not deductible for tax purposes. The prior year tax rate was also impacted by an increase to the valuation allowance of $4.4 million.

The valuation allowance in each period was adjusted based on a change in circumstances, including anticipated future earnings, which caused a change in judgment about the realizability of certain deferred tax assets related to net operating losses.

Net Loss

As a result of the foregoing, consolidated net loss was $148.9 million in the current year compared with net loss of $286.3 million.

Diluted Loss Per Share

Diluted loss per share was $2.16 in the current year compared with diluted loss per share of $4.12 in the prior year.

Comparison of the Years Ended December 31, 2016 and 2015

Revenues

Our consolidated net revenues decreased $143.3 million , or 5.3% , to $ 2,540.0 million for the year ended December 31, 2016 compared with $ 2,683.3 million in 2015 . The decrease was the result of lower sales in our U.S. and Canada and International segments.

U.S. and Canada. Revenues in our U.S. and Canada segment decreased $110.0 million , or 5.1% , to $ 2,058.0 million for the year ended December 31, 2016 compared with $ 2,168.0 million in 2015 . E-commerce sales were 5.2% of U.S. and Canada revenue for the year ended December 31, 2016 , compared with 6.6% in the year ended December 31, 2015 .

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Negative domestic retail same store sales which includes corporate stores and GNC.com, resulted in a $109.1 million decrease in revenue year-over-year. Negative same store sales were primarily due to lower sales in the Vitamin, Food/Drink, Protein and Weight Management categories, partially offset by improvement in the Health and Beauty and Performance Supplements categories and include the impact of a significant decrease in our GNC.com sales due in part to a meaningful reduction in our web promotions as well as lower point-of-sale gold card sales. In addition, our total corporate stores decreased from 3,584 at December 31, 2015 to 3,513 at December 31, 2016.

Revenues from our domestic franchisees decreased by $5.2 million to $326.7 million for the year ended December 31, 2016 compared with $331.9 million in 2015. This decrease was due to the impact of our franchisees having negative retail same stores sales of 6.8% in 2016, partially offset by an increase in the number of franchise stores from 1,084 at December 31, 2015 to 1,178 at December 31, 2016. Revenue from our company-owned stores in Canada decreased $6.2 million year-over-year primarily due to negative same store sales of 7.1% and the unfavorable impact of foreign exchange rate changes.

Gold Card revenue (including the impact of deferred revenue) recognized in our company-owned U.S. stores in 2016 was $62.2 million compared with $59.2 million in 2015. The sale of Gold Cards ended on December 18, 2016 and the Gold Card Member Pricing program was discontinued in all domestic company-owned and franchise stores on December 28, 2016 in connection with the introduction of One New GNC. As a part of the launch, we provided former Gold Card customers within the one year membership period with a coupon equivalent to a reimbursement of the unexpired portion of their Gold Card membership fee. During the fourth quarter of 2016, we accelerated recognition of $4.0 million of Gold Card deferred revenue, as a portion of the coupons were redeemed relating to the pilot markets and system-wide after the launch of the One New GNC.

International. Revenues in our International segment decreased $22.3 million , or 12.2% , to $160.7 million for the year ended December 31, 2016 compared with $183.0 million in 2015 . Despite our international franchisees reporting an increase in retail same store sales of 0.8% in 2016, revenue from franchisees decreased $28.1 million primarily relating to challenges in several markets as well as a net decrease in the number of franchise stores from 2,095 at December 31, 2015 to 1,973 at December 31, 2 016 . Partially offsetting the above decrease was an increase in revenue of $5.6 million associated with our China business.

Manufacturing / Wholesale. Revenues in our Manufacturing / Wholesale segment, excluding intersegment revenues, were flat at $235.7 million in each of the years ended December 31, 2016 and 2015 . Third-party contract manufacturing sales increased by $15.6 million, or 13.2%, to $134.5 million for the year ended December 31, 2016 compared with $118.9 million in 2015 . This increase was offset by a decrease in sales to our wholesale partners of $15.7 million, or 13.4% to $101.1 million for the year ended December 31, 2016 compared with $116.8 million in 2015 . Intersegment sales decreased $48.6 million from $267.4 million for the year ended December 31, 2015 to $218.8 million in 2016 due to lower proprietary sales in our U.S. and Canada and International segments.

Other. Revenue decreased by $11.0 million due to the sale of Discount Supplements in the fourth quarter of 2015, partially offset by an increase of $13.1 million from Lucky Vitamin, the assets of which were sold on September 30, 2017.

Cost of Sales and Gross Profit

Cost of sales decreased $18.8 million , or 1.1% , to $1,679.9 million for the year ended December 31, 2016 compared with $1,698.7 million in 2015 . Gross profit decreased $124.5 million from $984.6 million for the year ended December 31, 2016 to $860.1 million in 2015, and as a percentage of revenue, decreased from 36.7% in 2015 to 33.9% for the year ended December 31, 2016 . The decrease in gross profit rate was primarily due to occupancy expense deleverage associated with negative same store sales and lower domestic retail product margin rate due to the impact of promotional pricing and reserves on certain third-party product that could not be returned to vendors as well as higher estimated reserves on certain proprietary products as a result of sales trends.

SG&A Expense

SG&A expense increased $7.9 million , or 1.4% , to $ 575.2 million , for the year ended December 31, 2016 compared with $ 567.3 million in 2015 . As a percentage of revenue, SG&A expense was 22.6% for the year ended December 31, 2016 compared with 21.1% in 2015 . The increase in SG&A expense was due to increases in compensation and related benefits of $11.3 million and marketing of $4.6 million, partially offset by a decrease in other SG&A expenses of $8.0 million.

The increase in compensation and related benefits of $11.3 million or 3.3% for the year ended December 31, 2016 as compared with the year ended December 31, 2015 was primarily due to severance expense of $4.5 million recorded in 2016 associated with the departure of our former Chief Executive Officer as well as higher salaries expense, the majority of which relates to store and field associates. Partially offsetting the above increases is a decrease of $2.8 million as a result of the comparative effect of the correction of an immaterial error in 2015 as further explained in Item 8, "Financial Statements," Note 2, "Basis of Presentation" as well as lower sales incentives and certain other benefits.

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The increase in marketing expense of $4.6 million was primarily due to the launch of One New GNC in December 2016.

The decreases in other SG&A expenses of $8.0 million or 5.2% was primarily due to lower commissions associated with the lower GNC.com sales and lower legal-related charges, partially offset by the comparative effect of a decrease in bad debt expense associated with a reduction in the previously established allowance for certain of our international franchisees based on cash collected, and higher IT expenses.

Gains on Refranchising

Gains on refranchising were $19.1 million for the year ended December 31, 2016 compared with $7.6 million in 2015 . We sold 102 company-owned stores to franchisees in 2016, of which 84 related to one franchisee, compared with 33 company-owned stores in 2015.

Long-Lived Asset Impairments

We recorded $471.1 million in goodwill impairments that together with charges on property and equipment resulted in $476.6 million of non-cash long-lived asset impairments in 2016. We recorded a $28.3 million impairment charge in the third quarter of 2015 relating to our Discount Supplements business which was sold in the fourth quarter of 2015. Refer to Item 8, "Financial Statements and Supplementary Data," Note 5, "Goodwill and Intangible Assets, Net" and Note 6, "Property, Plant and Equipment, Net" for more information.

Other Loss, Net

Other loss, net, in the year ended December 31, 2016 of $0.4 million relates to foreign currency losses. Other loss, net in the year ended December 31, 2015 includes a loss of $2.7 million relating to the sale of the assets of Discount Supplements and losses on foreign currency of $0.8 million.

Operating (Loss) Income

As a result of the foregoing, consolidated operating loss was $ 172.9 million for the year ended December 31, 2016 compared with operating income of $ 393.1 million in 2015 . Operating (loss) income was impacted significantly by long-lived asset impairment charges and gains on refranchising for each year ended December 31, 2016 and 2015.

U.S. and Canada. Operating loss was $ 104.9 million for the year ended December 31, 2016 compared with income of $ 379.3 million in 2015 . As explained above, long-lived asset impairments were recorded in 2016 in the U.S. and Canada segment totaling $386.0 million and in 2015 of $28.3 million relating to Discount Supplements. Excluding these non-cash impairment charges and gains on refranchising of $19.1 million and $7.6 million in 2016 and 2015, respectively, operating income was $262.0 million or 12.7% of segment revenue for the year ended December 31, 2016 as compared with $371.7 million or 17.1% of segment revenue in 2015. The decrease was primarily due to expense deleverage in occupancy and salaries expenses associated with a decrease in company-owned same store sales, the launch of the One New GNC (which lowered operating income by approximately $10 million) and lower domestic retail product margin rate as described above under "Cost of Sales and Gross Profit."

International. Operating income decreased $9.1 million , or 14.1% , to $55.4 million for the year ended December 31, 2016 compared with $64.5 million in 2015 , and as a percentage of segment revenue was 34.5% and 35.2%, respectively. The decrease in operating income percentage was primarily due to the comparative effect of a 2015 reduction in the previously established bad debt allowance associated with certain of our franchisees as well as higher marketing and deleverage in salaries and benefits. Partially offsetting the decrease in operating income as a percentage of segment revenue was higher product margin rates due in part to a higher mix of proprietary sales.

Manufacturing / Wholesale. Operating loss was $20.0 million for the year ended December 31, 2016 compared with income of $86.2 million in 2015. As explained above, operating loss for the year ended December 31, 2016 was significantly impacted by a $90.5 million goodwill impairment. Excluding this non-cash charge, operating income was $70.5 million, or 15.5% of segment revenue, for the year ended December 31, 2016 compared with 17.1% of segment revenue in 2015. The decrease in operating income as a percentage of segment revenue was primarily due to lower intersegment sales, which resulted in unfavorable manufacturing variances, and a higher mix of third-party contract manufacturing sales, which generally contribute lower margins.

Other. Operating income increased by $38.4 million primarily due to $28.3 million of long-lived asset impairments and a $2.7 million loss on sale related to Discount Supplements in 2015.

Corporate costs. Corporate costs increased by $5.1 million , or 5.1%, to $103.4 million in the year ended December 31, 2016 compared to $98.3 million in 2015 primarily due to higher salaries expense, severance of $4.5 million related to the departure of the former Chief Executive Officer and higher IT expense, partially offset by lower legal-related charges.

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Interest Expense

Interest expense increased $ 9.5 million , or 18.7% , to $ 60.4 million for the year ended December 31, 2016 compared with $ 50.9 million in 2015 . The increase in interest expense was due to the convertible debt issuance in August 2015, the majority of which relates to non-cash interest expense associated with the amortization of the conversion feature, and amounts drawn under the Revolving Credit Facility, partially offset by a lower balance on the Term Loan Facility.

Income Tax Expense

We recognized $52.9 million of income tax expense for the year ended December 31, 2016 compared with $122.9 million in 2015 . The tax rate for 2016 was significantly impacted by $471.1 million of goodwill impairments, the majority of which were not deductible for tax purposes. The tax rate for 2016 was also impacted by an increase to the valuation allowance of $4.4 million.

The tax rate for the year ended December 31, 2015 was impacted by a discrete tax benefit of $11.8 million due to the effect of a worthless stock deduction resulting from excess tax basis in the common shares of Discount Supplements and a decrease in the liability for uncertain tax positions of $3.3 million due in part to the expiration of certain statutes of limitation with respect to the 2011 fiscal year. The tax rate for 2015 was also impacted by an increase to the valuation allowance of $2.3 million.

Net (Loss) Income

As a result of the foregoing, we recorded a net loss of $286.3 million for the year ended December 31, 2016 , compared with net income of $219.3 million in 2015 .

Diluted (Loss) Earnings Per Share

Diluted loss per share was $4.12 for the year ended December 31, 2016 due to the decrease in net income partially offset by a 17.5% decrease in the weighted average diluted shares outstanding in 2016 as a result of 7.9 million shares repurchased in 2016, the significant majority of which were in the first quarter.

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Liquidity and Capital Resources

On February 28, 2018, we amended our Senior Credit Facility, which consisted of an extension of the maturity date for $704.3 million of the $1,131.2 million Term Loan Facility from March 2019 to March 2021. However, if more than $50.0 million of our Notes have not been repaid, discharged, prepaid, refinanced or converted prior to such date (“Existing Indenture Discharge”), the maturity date becomes May 2020. The amendment (the “Amendment”) also includes:


•	the termination of the Revolving Credit Facility, which was replaced with a new $100 million asset-based Revolving Credit Facility with a maturity date of August 2022 (which maturity date will become May 2020 if the Existing Indenture Discharge has not occurred); and


•	a $275 million asset-based Term Loan Facility advanced on a “first-in, last-out” basis with a maturity date of December 2022 (which maturity date will become May 2020 if the Existing Indenture Discharge has not occurred).

After the effectiveness of the Amendment, the amount due in March 2019 under the Term Loan is now $151.9 million. We are also required under the Amendment to make an excess cash flow payment in March 2019, which could be material, based on the projected Consolidated Net First Lien Leverage Ratio for the year ending December 31, 2018. We expect to close the Securities Purchase Agreement described in Item 8, "Financial Statements and Supplementary Data," Note 18, "Subsequent Events" in the second half of 2018, which will result in approximately $300 million of aggregate proceeds. Under the Amendment, $100 million of the net proceeds from the Securities Purchase Agreement are required to be utilized to pay the Term Loan Facility due March 2021. The remaining net proceeds, after deducting legal and advisory fees, would be available to satisfy the $151.9 million due under the Term Loan Facility in March 2019. There is no assurance that the Securities Purchase agreement will close prior to March 2019 when the obligation is due.

In the event that Securities Purchase Agreement doesn’t close, management has concluded that the Company will have the ability to satisfy the $151.9 million Term Loan Facility and the excess cash flow payments due in March 2019 with projected cash on hand and amounts available under the new $100 million asset-backed Revolving Credit Facility. If actual results are below the Company’s projections by an amount greater than what is required to satisfy these obligations, management has the ability to reduce certain discretionary payments and will consider certain asset sales, as necessary, to maximize cash available.

The Amendment requires annual aggregate principal payments of at least $43 million related to the $704.3 million of the Term Loan Facility with a maturity of March 2021. There are no scheduled amortization payments associated with the $275.0 million asset-based Term Loan Facility and payments associated with the $151.9 million Term Loan Facility are consistent with past terms. We expect our primary uses of the cash in the near future will be for debt repayment, capital expenditures and working capital requirements.

Cash Provided by Operating Activities

Cash provided by operating activities was $ 220.5 million , $ 208.2 million and $ 354.5 million during the years ended December 31, 2017 , 2016 and 2015 respectively. The increase in cash flow from operations in the current year compared with the prior year was primarily due to favorable working capital changes primarily within inventory resulting from supply chain optimization as explained above under "Our Current Strategy," partially offset by reduced operating performance. The decrease in cash flow from operations in 2016 as compared with 2015 was primarily due to reduced operating performance and higher inventory purchases.

Cash Used in Investing Activities

We used cash from investing activities of $ 23.8 million , $ 22.4 million and $ 45.6 million for the years ended December 31, 2017 , 2016 and 2015 respectively, of which capital expenditures were $ 32.1 million , $ 59.6 million and $ 45.8 million . The decrease in capital expenditures in 2017 compared with 2016 primarily relates to the prior year investments for our strategic initiatives and IT infrastructure including new registers and tablets in our stores coupled with a focus on debt repayment in the current year. The increase in capital expenditures in 2016 compared with 2015 primarily relate to the aforementioned 2016 investments.

We completed an asset sale of Lucky Vitamin on September 30, 2017 for a purchase price of $6.4 million , net of closing fees, the proceeds of which were received in October 2017. The prior year period includes the refranchising of 102 stores for $39.2 million, which includes the sale of 84 stores to one franchisee for $28.6 million of net proceeds.

In 2018, we expect our capital expenditures to be approximately $28 million, which includes investments for store development, IT infrastructure and maintenance. We anticipate funding our 2018 capital requirements with cash flows from operations.

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Cash Used in Financing Activities

For the year ended December 31, 2017 , cash used in financing activities was $ 168.1 million , primarily consisting of net payments of $127.0 million under our Revolving Credit Facility. In addition, based on the results of the year ended December 31, 2016, our Consolidated Net Senior Secured Leverage Ratio required us to make an excess cash flow payment on our outstanding Term Loan Facility. On April 10, 2017, we made a payment of $39.7 million, of which $28.2 million was paid with borrowings from the Revolving Credit Facility and $11.5 million was paid with cash on hand. The excess cash flow payment described above satisfies the $1.1 million quarterly principal amount owed through the maturity of the Term Loan Facility.

For the year ended December 31, 2016, cash used in financing activities was $207.5 million, primarily consisting of the repurchase of an aggregate of $229.2 million in shares of common stock under share repurchase programs and dividends paid to our stockholders of $55.3 million, partially offset with net borrowings of $84.0 million under our Revolving Credit Facility.

For the year ended December 31, 2015, cash used in financing activities was $384.5 million, which includes the repurchase of an aggregate of $479.8 million in shares of common stock under share repurchase programs and dividends paid to our stockholders of $59.6 million. In August 2015, we issued $287.5 million principal amount of 1.5% convertible senior notes due 2020 (the "Notes") and in connection with this transaction, we paid down $164.3 million of our Term Loan Facility and paid $8.2 million of debt issuance costs. In 2015, we borrowed $43.0 million under our Revolving Credit Facility.

Indebtedness

Senior Credit Facility. Refer to "Liquidity and Capital Resources" above for information regarding the Amendment to our Senior Credit Facility in February 2018. All information regarding the Company's Senior Credit Facility within this section is as of December 31, 2017 prior to the Amendment.

General Nutrition Centers, Inc. is party to a Senior Credit Facility, consisting of the Term Loan Facility and the Revolving Credit Facility. The Senior Credit Facility permits us to prepay a portion or all of the outstanding balance without incurring penalties (except London Interbank Offering Rate ("LIBOR") breakage costs). GNC Corporation, our indirect wholly owned subsidiary ("GNC Corporation"), and Centers' existing and future domestic subsidiaries have guaranteed Centers' obligations under the Senior Credit Facility. In addition, the Senior Credit Facility is collateralized by first priority pledges (subject to permitted liens) of substantially all of the assets of Centers, including its equity interests and the equity interests of its domestic subsidiaries.

As of December 31, 2017 and 2016, the interest rate on the Senior Credit Facility was 4.1% and 3.3%, respectively. At December 31, 2017 , we did not have any borrowings outstanding on its Revolving Credit Facility. We are also required to pay an annual fee of 2.75% on outstanding letters of credit and an annual commitment fee of 0.5% on the undrawn portion of the Revolving Credit Facility.

The interest rate under the Senior Credit Facility is at a rate, at our option, per annum equal to (A) or (B) as defined below.

(A) The sum of (i) the applicable margin of 1.25% with respect to borrowings under the Revolving Credit Facility and 1.5% with respect to amounts outstanding under the Term Loan Facility plus (ii) the greater of:


•	the prime rate (as publicly announced by JPMorgan Chase Bank, N.A. as its prime rate in effect);


•	the overnight federal funds effective rate plus 0.50%;


•	one month LIBOR plus 1.0%; or


•	1.75% applicable to the Term Loan Facility only.

(B) The sum of (i) the applicable margin of 2.25% with respect to borrowings under the Revolving Credit Facility and 2.5% with respect to amounts outstanding under the Term Loan Facility plus (ii) the greater of:


•	LIBOR; or


•	0.75% applicable to the Term Loan Facility only.

The Senior Credit Facility, including amendments, contains customary covenants, including incurrence covenants and certain other limitations on the ability of GNC Corporation, Centers, and Centers' subsidiaries to, among other things, make optional payments in respect of other debt instruments, pay dividends or other payments on capital stock, and enter into arrangements that restrict their ability to pay dividends or grant liens.

On March 4, 2016, we amended the Revolving Credit Facility to extend its maturity from March 2017 to September 2018 and increase total availability from $130.0 million to $300.0 million. In December 2017, we reduced the amount available under the Revolving Credit Facility from $300.0 million to $225.0 million. As of December 31, 2017, we had $219.1 million available under the Revolving Credit Facility subject to a defined leverage ratio after consideration of $5.9 million utilized to secure letters of credit and no borrowings outstanding, which was subsequently terminated and replaced with an asset-based Revolving Credit facility as described above.

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Convertible Senior Notes. On August 10, 2015, we issued $287.5 million principal amount of Notes. The Notes will mature on August 15, 2020, unless earlier repaid, discharged, refinanced or converted by the holders subject to restrictions through May 15, 2020. The Notes bear interest at a rate of 1.5% per annum. In connection with this transaction, we paid down $164.3 million of our outstanding Term Loan Facility.

On December 20, 2017, we exchanged in privately negotiated transactions $98.9 million in aggregate principal amount of the Notes for an aggregate of 14.6 million newly issued shares of the Company’s Class A common stock, which had a value of $71.7 million at the time of the exchange. At December 31, 2017, the Company had $188.6 million of principal outstanding on the Notes.

Contractual Obligations

Refer to "Liquidity and Capital Resources" above for a description of the Amendment to the Senior Credit Facility made in February 2018. The following table summarizes our future minimum non-cancelable contractual obligations at December 31, 2017 prior the Amendment:



	Payments due by period
(in millions)	Total		2018		2019-2020		2021-2022		After 2022
Long-term debt obligations ⁽¹⁾	$	1,319.8	$	—	$	1,319.8	$	—	$	—
Scheduled interest payments ⁽²⁾	74.1		54.4		19.7		—		—
Operating lease obligations ⁽³⁾	572.7		149.8		210.6		119.3		93.0
Purchase commitments ⁽⁴⁾	22.8		14.6		7.8		0.4		—
Total	$	1,989.4	$	218.8	$	1,557.9	$	119.7	$	93.0

(1)

These balances consist of the following debt obligations: (a) $ 1,131.2 million of outstanding borrowings under the Term Loan Facility including $0.9 million of unamortized original issuance discount due in March 2019 and (b) $188.6 million of outstanding borrowings under the Notes including the unamortized conversion feature of $18.1 million and original issuance discount of $2.5 million due in August 2020.


(2)	The interest that will accrue on the long-term obligations includes variable rate payments, which are estimated using the associated LIBOR index as of December 31, 2017. Interest under the Senior Credit Facility currently accrues based on a one-month LIBOR.

(3)

Consists of the following contractual payments excluding optional renewals: (a) $651.5 million for company-owned retail and franchise stores; (b) $104.7 million of sublease income from franchisees; and (c) $25.9 million relating to various leases for warehouses, vehicles, and various equipment at our facility. Operating lease obligations exclude insurance, taxes, maintenance, percentage rent and other costs. These amounts are subject to fluctuation from year to year. For each of the years ended December 31, 2017, 2016 and 2015 these amounts collectively represented approximately 35% of the aggregate costs associated with our company-owned retail store operating leases.


(4)	These balances represent amounts owed under advertising and technology-related agreements. Excludes unrecognized tax benefits of $5.8 million at December 31, 2017 because we are unable to reliably estimate the timing of any required payments.

Impact of Inflation

Refer to Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" for more information.

Off Balance Sheet Arrangements

The majority of our contractual obligations not presented on our Consolidated Balance Sheet relate to operating leases for our stores. Future scheduled lease payments under non-cancelable operating leases as of December 31, 2017 are described under the heading "Operating lease obligations" in the table above. We have not created, and are not a party to, any off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business. We do not have any off-balance sheet arrangements or relationships with entities that are not consolidated into our financial statements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Estimates

Use of Estimates

Certain amounts in our audited Consolidated Financial Statements require the use of estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts

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of revenues and expenses during the periods presented. Our accounting policies are described in Note 2, "Basis of Presentation and Summary of Significant Accounting Policies" to our audited Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data." Our critical accounting policies and estimates are described in this section. An accounting estimate is considered critical if:

• the estimate requires us to make assumptions about matters that were uncertain at the time the estimate was made;

• different estimates reasonably could have been used; or

• changes in the estimate that would have a material impact on our financial condition or our results of operations are likely to occur from period to period.

We believe that the accounting estimates used are appropriate and the resulting balances are reasonable. However, actual results could differ from the original estimates, requiring adjustments to these balances in future periods.

Allowance for Doubtful Accounts

The majority of our domestic store and e-commerce revenues are received as cash at the point of sale. The majority of our franchise and wholesale revenues are billed with varying terms for payment. An allowance for doubtful accounts is established based on the financial condition of our franchisees and other third-party customers and historical write-off experience. Our allowance for doubtful accounts was $3.9 million and $4.6 million at December 31, 2017 and 2016 , respectively.

Inventory

Inventory components consist of raw materials, work-in-process, finished product and packaging supplies. Inventory includes costs associated with distribution and transportation costs, as well as manufacturing overhead, which are capitalized and expensed as merchandise is sold. Inventory is recorded on a first in/first out basis ("FIFO") at the lower of cost or net realizable value, net of obsolescence, shrinkage and vendor allowances. We regularly review our inventory levels in order to identify slow moving and short dated products, using factors such as amount of inventory on hand, the remaining shelf life, current and expected market conditions, historical trends and the likelihood of recovering the inventory costs based on anticipated demand.

Impairment of Definite-Long-Lived Assets

Fixed assets and definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If the sum of the undiscounted future cash flows is less than the carrying value of the asset group, we recognize an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the long-lived asset. Estimates of cash flows require significant judgment and certain assumptions about future volume, revenue and expense growth rates and asset disposal values. While we make estimates based on historical experience, current expectations and assumptions that we believe are reasonable, actual results, including future cash flows, could differ from our estimates resulting in required impairment charges. We recorded $26.5 million of definite-long-lived asset impairment charges in 2017 of which $7.9 million relates the trade name and property and equipment of the Lucky Vitamin e-commerce business, the assets of which were sold on September 30 2017. The remaining amount relates to certain of our underperforming corporate stores and to a lesser extent the impact of Hurricane Maria on our stores located in Puerto Rico. We had $5.4 million impairment charge related to certain of our stores in 2016. Refer to Item 8 "Financial Statements and Supplementary Data," Note 7 "Property, Plant and Equipment, Net" for more information.

Goodwill and Indefinite-Lived Intangible Assets

As described in Item 8 "Financial Statements and Supplementary Data," Note 6 "Goodwill and Intangible Assets," based on a significant decline in our share price in the fourth quarter of 2017 and previous challenges associated with our refinancing efforts of the long term debt, we concluded a triggering event occurred in the fourth quarter requiring an impairment test of our indefinite-lived brand name intangible asset and all reporting units. The fourth quarter of 2017 impairment testing resulted in non-cash impairment charges for the brand name and goodwill of $395.6 and $24.3 million, respectively.

The fair value of the indefinite-lived brand intangible asset was estimated using a relief from royalty method (an income approach). Key assumptions included in the determination of the estimated fair value include, but are not limited to, projected future revenues, the royalty rate and the discount rate.

The following table represents a sensitivity analysis on the indefinite-lived brand intangible asset depicting the percent increase in the $395.6 million charge recorded had the fair value been estimated with a 1.0% increase in the discount rate used and a 0.5% decrease in the royalty rate used at December 31, 2017 (after current year impairment charge).

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Assumption Change		% Increase in Impairment Charge
1.0% increase in discount rate		4.5%
0.5% decrease in royalty rate		17.6%

For the goodwill impairment test, we determined the fair values of our reporting units at December 31, 2016 using a discounted cash flow method (income approach) weighted 50% and a guideline company method (market approach) weighted 50% . The key assumptions under the income approach include, but are not limited to, future cash flow assumptions and the discount rate. The guideline company method involves analyzing transaction and financial data of publicly-traded companies to develop multiples, which are adjusted to account for differences in growth prospects and risk profiles of the reporting unit and the comparable entities.

The following table illustrates the amount of goodwill allocated to each reporting unit as well as the deficit, if any, created between the fair value and the carrying value of each reporting unit that would occur given hypothetical reductions in their respective fair values under step one at December 31, 2017 (after current year impairment charges). In connection with the adoption of ASU 2017-04, the fair value of the Wholesale reporting unit approximates its carrying value after giving consideration to the current period impairment charges recorded. Any future reductions to the fair value of this reporting unit would result in an additional impairment charge.




	Goodwill		10%			20%			30%
	(in thousands)
GNC.com	$	9,251	$	—		$	—		$	—
International Franchise	37,772		—			—			—
The Health Store	5,936		—			(541		)	(1,364		)
Manufacturing	61,542		—			(17,550		)	(39,786		)
Wholesale	26,528		(6,063		)	(12,388		)	(18,712		)
Total	$	141,029	$	(6,063	)	$	(30,479	)	$	(59,862	)

The following table represents a sensitivity analysis on goodwill for the Wholesale and Manufacturing reporting units (under the income approach without consideration to the market approach) depicting the percentage excess (deficit) of fair value compared with carrying value:



Assumption Change	Wholesale	Manufacturing
1% increase in discount rate	(5.8)%	5.4%
1% decrease in long-term growth rate	(2.1)%	9.9%

Although we believe we have used reasonable estimates and assumptions to calculate the fair values of the indefinite-lived brand intangible asset and the reporting units with goodwill balances, these estimates and assumptions could be materially different from actual results. If actual market conditions are less favorable than those projected, or if events occur or circumstances change that would reduce the fair values below the respective carrying values, we may be required to conduct an interim test and possibly recognize impairment charges, which may be material, in future periods.

Leases

Many of our lease agreements contain escalation clauses under which, if fixed and determinable, rent expense is recognized on a straight-line basis over the lives of the leases, including renewal periods that are reasonably assured. Certain of our leases also contain clauses for rent to be paid as a percentage of sales, which are based on a percentage of retail sales or a percentage of retail sales in excess of stipulated amounts (contingent rent). Contingent rent is recorded as rent expense when attainment of the target is considered probable and is recognized in proportion to the retail sales contributing to the achievement of the target. We regularly review projected sales for applicable stores to determine if the target has been achieved and the extent that projected sales will exceed the target to determine the appropriate amount of contingent rent expense to record.

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Self-Insurance

We are self-insured for certain losses related to health insurance, workers' compensation and general liability insurance and we maintain stop-loss coverage with third-party insurers to limit our liability exposure. Liabilities associated with these losses are estimated by considering historical claims experience, estimated lag time to report and pay claims, average cost per claim and other actuarial factors. Effective January 1, 2018, we are now fully insured for health coverage.

Income Taxes

We compute our annual tax rate based on the statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we earn income. Significant judgment is required in determining our annual tax rate and in evaluating uncertainty in our tax positions. We recognize a benefit for tax positions that we believe will more likely than not be sustained upon examination. The amount of benefit recognized is the largest amount of benefit that we believe has more than a 50% probability of being realized upon settlement. We regularly monitor our tax positions and adjust the amount of recognized tax benefit based on our evaluation of information that has become available since the end of our last financial reporting period.

We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. When assessing the need for valuation allowances, we consider future taxable income and ongoing prudent and feasible tax planning strategies. Should a change in circumstances lead to a change in judgment about the realizability of deferred tax assets in future years, we would adjust related valuation allowances in the period that the change in circumstances occurs. As of December 31, 2017 and 2016 , we had a valuation allowance of $17.5 million and $21.3 million , respectively, principally related to certain state and foreign net operating loss carryforwards.

Recently Issued Accounting Pronouncements

Refer to Item 8, "Financial Statements and Supplementary Data," Note 2, "Basis of Presentation and Summary of Significant Accounting Policies."

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Market risk represents the risk of changes in the value of market risk sensitive instruments caused by fluctuations in interest rates, foreign exchange rates and commodity prices. Changes in these factors could cause fluctuations in the results of our operations and cash flows. In the ordinary course of business, we are primarily exposed to foreign currency, interest rate and fuel and certain other commodity risks. We have not entered into any derivative instruments during 2017 but we may in the future utilize derivative instruments to manage our exposure to fluctuations in fuel and certain other commodity prices, interest rates and foreign currency exchange rates.

Interest Rate Market Risk

The Senior Credit Facility is subject to changing interest rates. Although changes in interest rates do not impact our operating income, the changes could affect the fair value of such debt and related interest payments. An increase of 1% on our variable rate debt balance at December 31, 2017 would result in an increase to interest expense, net of $12.6 million for the year ended December 31, 2017 , after giving effect to the 0.75% floor on the Term Loan Facility. Refer to Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity" for more information. A decrease in the current interest rates would have no impact on interest expense due to an interest rate floor that exists under the Senior Credit Facility.

Foreign Currency Exchange Rate Market Risk

We are subject to the risk of foreign currency exchange rate changes in the conversion from local currencies to the U.S. dollar of the reported financial position and operating results of our non-U.S. based subsidiaries. The primary currencies to which we are exposed to fluctuations are the Canadian Dollar, the Chinese Renminbi, Hong Kong dollar, the British Pound, and the Euro. The impact of foreign exchange rate changes primarily related to the Canadian dollar resulted in an increase of approximately $2 million to U.S. and Canada segment revenue in 2017 compared with 2016 . In addition, since our international franchisees pay for product sales and royalties to us in the U.S. dollar, any strengthening of the U.S. dollar relative to our franchisees' local currency could adversely impact our revenue.

We have intercompany balances with foreign entities that are routinely settled primarily relating to product sales and management fees. Gains or losses resulting from these foreign currency transactions were not material for the fiscal years ended December 31, 2017, 2016 and 2015.

Fuel Price Market Risk

We rely on our ability to replenish depleted inventory through deliveries to our distribution centers and stores by various means of transportation, including shipments by sea and truck. We are exposed to fluctuations in fuel prices in these arrangements which may have a favorable or unfavorable impact to our Consolidated Financial Statements.

Impact of Inflation

Inflationary factors such as increases in the cost of our products and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of margins and SG&A expenses as a percentage of revenue if the selling prices of our products do not increase with inflation.

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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	Page
Reports of Independent Registered Public Accounting Firm	56

Consolidated Balance Sheets
As of December 31, 2017 and 2016	58

Consolidated Statements of Operations
For the years ended December 31, 2017, 2016 and 2015	59

Consolidated Statements of Comprehensive (Loss) Income
For the years ended December 31, 2017, 2016 and 2015	60

Consolidated Statements of Stockholders' (Deficit) Equity
For the years ended December 31, 2017, 2016 and 2015	61

Consolidated Statements of Cash Flows
For the years ended December 31, 2017, 2016 and 2015	62

Notes to Consolidated Financial Statements	64

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of GNC Holdings, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of GNC Holdings, Inc. and its subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive (loss) income, stockholders’ (deficit) equity and cash flows for each of the three years in the period ended December 31, 2017, including the related notes and financial statement schedules of (i) condensed financial information of GNC Holdings, Inc. as of December 31, 2017 and 2016 and for each of the three years in the period ended December 31, 2017, and (ii) valuation and qualifying accounts for each of the three years in the period ended December 31, 2017 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

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company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania

March 1, 2018

We have served as the Company’s auditor since 2003.

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GNC HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except per share amounts)



	December 31,
	2017			2016
Current assets:
Cash and cash equivalents	$	64,001		$	34,464
Receivables, net	126,650			129,178
Inventory (Note 3)	506,858			583,212
Prepaid and other current assets	42,320			39,400
Total current assets	739,829			786,254
Long-term assets:
Goodwill (Note 5)	141,029			176,062
Brand name (Note 5)	324,400			720,000
Other intangible assets, net (Note 5)	99,715			111,229
Property, plant and equipment, net (Note 6)	186,562			232,292
Deferred income taxes (Note 4)	1,737			78
Other long-term assets	23,289			29,927
Total long-term assets	776,732			1,269,588
Total assets	$	1,516,561		$	2,055,842

Current liabilities:
Accounts payable	$	153,018		$	179,933
Current portion of long-term debt (Note 7)	—			12,562
Deferred revenue and other current liabilities (Note 8)	108,672			115,171
Total current liabilities	261,690			307,666
Long-term liabilities:
Long-term debt (Note 7)	1,297,023			1,527,891
Deferred income taxes (Note 4)	64,121			259,203
Other long-term liabilities	55,721			56,129
Total long-term liabilities	1,416,865			1,843,223
Total liabilities	1,678,555			2,150,889
Commitments and contingencies (Note 11)
Stockholders' deficit:
Common stock, $0.001 par value, 300,000 shares authorized:
Class A, 129,558 shares issued, 83,567 shares outstanding and 45,991 shares held in treasury at December 31, 2017 and 114,390 shares issued, 68,399 shares outstanding and 45,991 shares held in treasury at December 31, 2016	130			114
Additional paid-in capital	1,001,315			922,687
Retained earnings	567,741			716,198
Treasury stock, at cost (Note 12)	(1,725,349		)	(1,725,349		)
Accumulated other comprehensive loss	(5,831		)	(8,697		)
Total stockholders' deficit	(161,994		)	(95,047		)
Total liabilities and stockholders' deficit	$	1,516,561		$	2,055,842

The accompanying notes are an integral part of the Consolidated Financial Statements.

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GNC HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except per share amounts)



	Year ended December 31,
	2017			2016			2015
Revenue	$	2,453,038		$	2,540,016		$	2,683,298
Cost of sales, including warehousing, distribution and occupancy	1,652,991			1,679,897			1,698,655
Gross profit	800,047			860,119			984,643
Selling, general, and administrative	603,561			575,218			567,296
Gains on refranchising	(384		)	(19,112		)	(7,580		)
Long-lived asset impairments (Note 5)	457,794			476,553			28,333
Other (income) loss, net	(511		)	407			3,487
Operating (loss) income	(260,413		)	(172,947		)	393,107
Interest expense, net (Note 7)	64,221			60,443			50,936
Gain on convertible debt and debt refinancing costs (Note 7)	(10,996		)	—			—
(Loss) income before income taxes	(313,638		)	(233,390		)	342,171
Income tax (benefit) expense (Note 4)	(164,787		)	52,860			122,872
Net (loss) income	$	(148,851	)	$	(286,250	)	$	219,299
(Loss) earnings per share (Note 13) :
Basic	$	(2.16	)	$	(4.12	)	$	2.61
Diluted	$	(2.16	)	$	(4.12	)	$	2.60
Weighted average common shares outstanding (Note 13) :
Basic	68,789			69,409			83,927
Diluted	68,789			69,409			84,186
Dividends declared per share	$	—		$	0.80		$	0.72

The accompanying notes are an integral part of the Consolidated Financial Statements.

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GNC HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive (Loss) Income

(in thousands)



	Year ended December 31,
	2017			2016			2015
Net (loss) income	$	(148,851	)	$	(286,250	)	$	219,299
Other comprehensive income (loss):
Foreign currency translation gain (loss)	2,866			952			(7,439		)
Release of cumulative translation loss to earnings related to substantial liquidation of Discount Supplements	—			—			1,619
Other comprehensive income (loss)	2,866			952			(5,820		)
Comprehensive (loss) income	$	(145,985	)	$	(285,298	)	$	213,479

The accompanying notes are an integral part of the Consolidated Financial Statements.

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GNC HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' (Deficit) Equity

(in thousands, except per share amounts)



	Common Stock
	Class A								Additional Paid-In Capital				Retained Earnings				Accumulated Other Comprehensive (Loss) Income				Total Stockholders' (Deficit) Equity
	Shares			Dollars		Treasury Stock
Balance at December 31, 2014	88,335			$	113	$	(1,016,381	)	$	877,566			$	898,574			$	(3,829	)		$	756,043
Comprehensive income	—			—		—			—				219,299				(5,820		)		213,479
Purchase of treasury stock	(12,414	)		—		(479,799		)	—				—				—				(479,799		)
Dividends declared	—			—		—			—				(59,725		)		—				(59,725		)
Exercise of stock options	80			1		—			1,743				—				—				1,744
Restricted stock awards	290			—		—			—				—				—				—
Minimum tax withholding requirements	(15	)		—		—			(574		)		—				—				(574		)
Excess tax benefit from stock-based compensation	—			—		—			604				—				—				604
Stock-based compensation	—			—		—			6,280				—				—				6,280
Issuance of convertible senior notes, net	—			—		—			30,509				—				—				30,509
Balance at December 31, 2015	76,276			$	114	$	(1,496,180	)	$	916,128			$	1,058,148			$	(9,649	)		$	468,561
Comprehensive loss	—			—		—			—				(286,250		)		952				(285,298		)
Purchase of treasury stock	(7,926	)		—		(229,169		)	—				—				—				(229,169		)
Dividends declared	—			—		—			—				(55,700		)		—				(55,700		)
Exercise of stock options	24			—		—			353				—				—				353
Restricted stock awards	74			—		—			—				—				—				—
Minimum tax withholding requirements	(49	)		—		—			(1,169		)		—				—				(1,169		)
Excess tax benefit from stock-based compensation	—			—		—			(1,458		)		—				—				(1,458		)
Stock-based compensation	—			—		—			8,833				—				—				8,833
Balance at December 31, 2016	68,399			$	114	$	(1,725,349	)	$	922,687			$	716,198			$	(8,697	)		$	(95,047	)
Comprehensive loss	—			—		—			—				(148,851		)		2,866				(145,985		)
Dividend forfeitures on restricted stock	—			—		—			—				394				—				394
Restricted stock awards	574			1		—			—				—				—				1
Minimum tax withholding requirements	(32	)		—		—			(253		)		—				—				(253		)
Stock-based compensation	—			—		—			8,359				—				—				8,359
Exchange of convertible senior notes (Note 7)	14,626			15		—			70,522				—				—				70,537
Balance at December 31, 2017	83,567		—	$	130	$	(1,725,349	)	$	1,001,315		—	$	567,741		—	$	(5,831	)	—	$	(161,994	)

The accompanying notes are an integral part of the Consolidated Financial Statements.

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GNC HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands)



	Year Ended December 31,
	2017			2016			2015
Cash flows from operating activities:
Net (loss) income	$	(148,851	)	$	(286,250	)	$	219,299
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization expense	56,809			60,038			57,237
Amortization of debt costs	13,160			12,698			6,421
Stock-based compensation	8,359			8,833			6,280
Long-lived asset impairments	457,794			476,553			28,333
Gains on refranchising	(384		)	(19,112		)	(7,580		)
Gain on convertible debt exchange and debt financing costs	(10,996		)	—			—
Deferred income tax (benefit) expense	(196,586		)	(31,026		)	450
Changes in assets and liabilities:
(Increase) decrease in receivables	(448		)	11,053			422
Decrease (increase) in inventory	72,070			(33,496		)	5,381
(Increase) decrease in prepaid and other current assets	(4,498		)	(11,955		)	776
(Decrease) increase in accounts payable	(23,960		)	26,980			22,375
(Decrease) increase in deferred revenue and accrued liabilities	(6,712		)	(8,282		)	9,841
Other operating activities	4,751			2,164			5,298
Net cash provided by operating activities	220,508			208,198			354,533
Cash flows from investing activities:
Capital expenditures	(32,123		)	(59,579		)	(45,827		)
Refranchising proceeds	3,983			39,177			3,374
Store acquisition costs	(1,989		)	(2,018		)	(3,196		)
Proceeds from the sale of Lucky Vitamin	6,367			—			—
Net cash used in investing activities	(23,762		)	(22,420		)	(45,649		)
Cash flows from financing activities:
Borrowings under Revolving Credit Facility	317,500			234,500			43,000
Payments on Revolving Credit Facility	(444,500		)	(150,500		)	—
Payments on Term Loan Facility	(40,853		)	(4,550		)	(169,060		)
Proceeds from issuance of convertible senior notes	—			—			287,500
Debt issuance costs	—			(1,827		)	(8,225		)
Proceeds from exercise of stock options	—			353			1,743
Gross excess tax benefits from stock-based compensation	—			162			604
Minimum tax withholding requirements	(253		)	(1,169		)	(574		)
Cash paid for treasury stock	—			(229,169		)	(479,799		)
Dividends paid to shareholders	—			(55,336		)	(59,647		)
Net cash used in financing activities	(168,106		)	(207,536		)	(384,458		)
Effect of exchange rate changes on cash and cash equivalents	897			(240		)	(1,798		)
Net increase (decrease) in cash and cash equivalents	29,537			(21,998		)	(77,372		)
Beginning balance, cash and cash equivalents	34,464			56,462			133,834
Ending balance, cash and cash equivalents	$	64,001		$	34,464		$	56,462

The accompanying notes are an integral part of the Consolidated Financial Statements.

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GNC HOLDINGS, INC. AND SUBSIDIARIES

Supplemental Cash Flow Information

(in thousands)



	Year Ended December 31,
	2017		2016		2015
Cash paid during the period for:
Income taxes	$	35,476	$	93,216	$	121,006
Interest	51,205		47,597		42,911



	As of December 31,
Non-cash investing activities:	2017		2016		2015
Capital expenditures in current liabilities	$	1,683	$	7,556	$	6,018
Non-cash financing activities:
Issuance of shares associated with exchange of convertible senior notes	71,670		—		—

The accompanying notes are an integral part of the Consolidated Financial Statements.

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GNC HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. NATURE OF BUSINESS

GNC Holdings, Inc., a Delaware corporation ("Holdings," and collectively with its subsidiaries and, unless the context requires otherwise, its and their respective predecessors, the "Company"), is a global specialty retailer of health, wellness and performance products, including protein, performance supplements, weight management supplements, vitamins, herbs and greens, wellness supplements, health and beauty, food and drink and other general merchandise.

The Company is vertically integrated as its operations consist of purchasing raw materials, formulating and manufacturing products and selling the finished products through its three reportable segments, which effective in the second quarter of 2016 include U.S. and Canada, International, and Manufacturing / Wholesale (refer to Note 16, "Segments" for more information). Corporate retail store operations are located in the United States, Canada, Puerto Rico, China and Ireland. In addition, the Company offers products on the internet through GNC.com, third-party websites, and prior to the sale of its assets on September 30, 2017, LuckyVitamin.com (see Note 5, "Goodwill and Intangible Assets" for more information). The Company also offered product on the internet through A1 Sports Limited d/b/a Discount Supplements (“Discount Supplements”) up to and including December 31, 2015 when the assets of Discount Supplements were sold and operations were ceased. Franchise locations exist in the United States and approximately 50 other countries. The Company operates its primary manufacturing facility in South Carolina and distribution centers in Arizona, Indiana, Pennsylvania and South Carolina. The Company manufactures approximately half of its branded products and merchandises various third-party products. Additionally, the Company licenses the use of its trademarks and trade names.

The processing, formulation, packaging, labeling and advertising of the Company's products are subject to regulation by various federal agencies, including the Food and Drug Administration, the Federal Trade Commission, the Consumer Product Safety Commission, the United States Department of Agriculture and the Environmental Protection Agency. These activities are also regulated by various agencies of the states and localities in which the Company's products are sold.

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying Consolidated Financial Statements and Footnotes have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America ("GAAP") and with the instructions to Form 10-K and Regulation S-X. The Company's annual reporting period is based on a calendar year.

Summary of Significant Accounting Policies

Principles of Consolidation. The Consolidated Financial Statements include the accounts of Holdings and all of its subsidiaries. All intercompany transactions have been eliminated in consolidation.

Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases these estimates on assumptions that it believes to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Cash and Cash Equivalents. The Company considers cash and cash equivalents to include all cash and liquid deposits and investments with an original maturity of three months or less. Payments due from banks for third-party credit and debit cards generally process within 24 to 72 hours, and are classified as cash equivalents.

Receivables, net. The Company extends credit terms for sales of product to its franchisees, wholesale partners and contract manufacturing customers. Receivables consist principally of unpaid invoices for product sales, franchisee royalties and sublease payments. The Company also has notes receivables with certain of its franchisees that were $ 6.8 million and $ 12.1 million at December 31, 2017 and 2016 , respectively, and are primarily recorded within other long-term assets on the Consolidated Balance Sheets. As of the first quarter of 2016, the Company discontinued offering franchisees loans. Franchisees secure financing from lending institutions, which include but are not limited to the small business administration and national banks with franchise programs. These loans generally require the Company to subordinate its first lien position on inventory and furniture and fixtures at predetermined amounts.

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GNC HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company monitors the financial condition of its customers and establishes an allowance for doubtful accounts for balances estimated to be uncollectible. In addition to considering the aging of receivable balances and assessing the financial condition, the Company considers collateral including inventory and fixed assets for domestic franchisees and letters of credit for international franchisees. The allowance for doubtful accounts was $3.9 million and $4.6 million at December 31, 2017 and 2016 , respectively.

Inventory. Inventory components consist of raw materials, work-in-process, finished product and packaging supplies. Inventories are stated at the lower of cost or net realizable value on a first in/first out basis ("FIFO"). Inventory includes costs associated with distribution and transportation, as well as manufacturing overhead, which are capitalized and expensed as merchandise is sold. Inventory is recorded net of obsolescence, shrinkage and vendor allowances for product costs. The Company regularly reviews its inventory levels in order to identify slow moving and short dated products, using factors such as amount of inventory on hand, remaining shelf life, current and expected market conditions, historical trends and the likelihood of recovering the inventory costs based on anticipated demand.

Property, Plant and Equipment. Property, plant and equipment expenditures are recorded at cost. Depreciation and amortization are recognized using the straight-line method over the estimated useful life of the assets. The estimated useful lives are as follows:



Building	30 yrs
Machinery and equipment	3-10 yrs
Building and leasehold improvements	3-15 yrs
Furniture and fixtures	5-8 yrs
Software	3-5 yrs

Building improvements are depreciated over their estimated useful life or the remaining useful life of the related building, whichever period is shorter. Improvements to leased premises are depreciated over the estimated useful life of the improvements or the related leases including renewals that are reasonably assured, whichever period is shorter. Expenditures that materially increase the value or clearly extend the useful life of property, plant and equipment are capitalized while repair and maintenance costs incurred in the normal course of operations are expensed as incurred.

Goodwill and Indefinite-Lived Intangible Asset. The Company was acquired by Ares Corporate Opportunities Fund II L.P. and Ontario Teachers’ Pension Plan Board in March 2007 and subsequently completed an initial public offering in 2011 of its common stock. In connection with this acquisition, the Company recorded approximately $ 600 million of goodwill and a $ 720 million indefinite-lived intangible asset related to its brand name.

Goodwill is allocated to the Company's reporting units, which are at or below the level of an operating segment as defined by Accounting Standards Codification ("ASC") 280 "Segment Reporting." The Company formally evaluates the carrying amount of goodwill for each of its reporting units in the fourth quarter. In addition, the Company performs an evaluation on an interim basis if it determines that recent events or prevailing conditions indicate a potential impairment of goodwill. A significant amount of judgment is involved in determining whether an indicator of impairment has occurred between annual impairment tests. These indicators include, but are not limited to, overall financial performance such as adverse changes in recent forecasts of operating results, industry and market considerations, a sustained decrease in the share price of the Company's common stock, updated business plans and regulatory and legal developments.

In connection with the adoption of Accounting Standards Update ("ASU") 2017-04 as explained below, if the carrying value of a reporting unit exceeds its fair value, an impairment charge is recorded for the difference as an operating expense in the period incurred.

The Company's indefinite-lived intangible brand asset is also evaluated annually in the fourth quarter for impairment and on an interim basis if events or changes in circumstances between annual tests indicate that the asset might be impaired. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to the difference. Refer to Note 5, "Goodwill and Intangible Assets" for a description of impairment charges recorded.

Impairment of Definite-Long-lived Assets. The Company evaluates whether the carrying values of property, plant and equipment and definite-lived intangible assets have been impaired whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable based on estimated undiscounted future cash flows. Factors that may trigger an impairment

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GNC HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

review include significant changes in the intended use of assets, significant negative industry or economic trends, underperforming stores and anticipated store closings. If it is determined that the carrying value of the applicable asset group is not recoverable, an impairment loss is recognized for the amount the carrying value of the long-lived asset exceeds its estimated fair value. Refer to Note 6, "Property, Plant and Equipment, Net" for a description of impairment charges recorded.

Revenue Recognition. Within the U.S. and Canada segment, retail sales in company-owned stores are recognized at the point of sale, net of sales tax. Revenue related to e-commerce sales is recognized upon delivery to customers and includes shipping charges. A provision for anticipated returns is recorded through a reduction of sales and cost of sales (for product that can be resold or returned to vendors) in the period that the related sales are recorded.

Revenue is deferred on sales of the Company's Gold Cards and subsequently recognized over the one year membership period. The Gold Card Member Pricing program which provided members product discounts was discontinued in all domestic company-owned and franchise stores on December 28, 2016 in connection with the introduction of the One New GNC. As a part of this launch, the Company provided former Gold Card customers that were within the membership period of generally one year with a coupon which was equivalent to a reimbursement of the unexpired portion of their Gold Card membership fee. As of December 31, 2016, the Company had $ 24.4 million of deferred Gold Card revenue which was recognized in the first quarter of 2017 over the coupon redemption period which expired in March 2017, net of $1.4 million of applicable redemptions.

Effective with the launch of the One New GNC on December 29, 2016, the Company introduced myGNC Rewards, a free points-based loyalty program system-wide in the U.S. The program enables customers to earn points based on their purchases. Points earned by members are valid for one year and may be redeemed for cash discounts on any product the Company sells at both company-owned or franchise locations. The Company defers the estimated standalone selling price of points related to this program as a reduction to revenue as points are earned by allocating a portion of the transaction price the customer pays to a loyalty program liability within deferred revenue and other current liabilities on the Consolidated Balance Sheet. The estimated selling price of each point is based on the estimated value of product for which the point is expected to be redeemed, net of points not expected to be redeemed, based on historical redemption. When a customer redeems earned points, revenue is recognized with a corresponding reduction to the program liability.

Also effective with the launch of the One New GNC, the Company began offering a paid membership program, PRO Access, for $ 39.99 per year, which provides members with the delivery of sample boxes throughout the membership year, as well as the offering of certain other benefits including the opportunity to earn triple points on a periodic basis. The boxes include sample merchandise and other materials. The Company defers the membership price paid within deferred revenue and other current liabilities on the Consolidated Balance Sheet and recognizes revenue as the underlying performance obligations are satisfied.

Revenue from gift cards is recognized when the gift card is redeemed. Gift cards do not have expiration dates and are not required to be escheated to government authorities. Utilizing historical redemption rates, the Company recognizes revenue for amounts not expected to be redeemed proportionately as other gift card balances are redeemed.

Revenues from domestic and international franchisees include product sales, royalties and franchise fees and are recorded within the U.S. and Canada segment for domestic franchisees and the International segment for international franchisees. The Company's franchisees purchase a significant amount of the products they sell in their retail stores from the Company at wholesale prices. Revenue on product sales to franchisees is recognized when risk of loss, title and insurable risks have transferred to the franchisee, net of estimated returns and allowances. Franchise fees are paid in advance, deferred and recognized by the Company at the time of a franchise store opening. Franchise royalties are recognized as a percentage of the franchisees' retail sales in the period the franchisees' sales occur.

The Manufacturing / Wholesale segment sells product to the Company's other segments, which is eliminated in consolidation, and third-party customers. Revenue is recognized when risk of loss, title and insurable risks have transferred to the customer, net of estimated returns and allowances.

Refer to "Revenue Recognition Update" below for the impact of ASU 2014-09 on the Company effective in the first quarter of 2018.

Cost of Sales. The Company purchases products directly from third-party vendors and manufactures its own products. Cost of sales includes product costs, vendor allowances, inventory obsolescence, shrinkage, manufacturing overhead, warehousing, distribution, shipping and store occupancy costs. Store occupancy costs include rent, common area maintenance charges, real estate and other asset-based taxes, general maintenance, utilities, depreciation, lease incentives and certain insurance expenses.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Vendor Allowances. The Company receives allowances/credits from various vendors based on either sales or purchase volumes, right of return for expired product and non-saleable customer returns, and cooperative advertising. As the right of offset exists under these arrangements, credit earned under these arrangements are recorded as a reduction in the vendors' accounts payable balances on the Consolidated Balance Sheet and represent the estimated amounts due to the Company under the provisions of such contracts. Amounts expected to be received from vendors relating to the purchase of merchandise inventories are recognized as a reduction to cost of sales as the merchandise is sold. Amounts that represent a reimbursement of costs incurred, such as advertising, are recorded as a reduction to the related expense in the period that the expense is incurred. The Company recorded a reduction to cost of sales of $ 86.7 million , $94.9 million and $98.7 million for the years ended December 31, 2017 , 2016 and 2015 , respectively, for vendor allowances associated with the purchase and sale of merchandise.

Research and Development. Research and development costs arising from internally generated projects are expensed as incurred. The Company recognized approximately $6 million to $8 million in each of the years ended December 31, 2017 , 2016 and 2015 relating to research and development.

Advertising Expenditures. The Company recognizes the costs of advertising, promotion and marketing programs the first time the communication takes place. The Company administers national advertising funds on behalf of its franchisees. In accordance with the franchisee contracts, the Company collects advertising fees from the franchisees and utilizes the proceeds to coordinate various advertising and marketing campaigns. The Company recognized advertising expense of $89.2 million , $74.1 million and $69.5 million for the years ended December 31, 2017 , 2016 and 2015 , respectively, net of $15.3 million , $15.7 million and $16.0 million received from the Company's franchisees.

Leases. The Company has various operating leases for company-owned and franchise store locations, distribution centers, and equipment generally with an initial term of five years, which may include renewal options for varying terms thereafter. Leases for franchise store locations are subleased to franchisees. The Company is the primary lessee for the majority of the franchise store locations and makes rental payments to the landlord directly, and then bills the franchisee for reimbursement. The Company records rental income received from franchisees as revenue. If a franchisee defaults on its sublease, the Company has in the past converted, any such franchise store into a company-owned store and fulfilled the remaining lease obligation.

Leases generally include amounts relating to base rent, percent rent and other charges such as common area maintenance and real estate taxes. Periodically, the Company receives varying amounts of reimbursements from landlords to compensate the Company for costs incurred in the construction of stores. These reimbursements are recorded as deferred rent within other long-term liabilities on the Consolidated Balance Sheet and are amortized as a reduction to rent expense over the life of the related lease. The expenditures made by the Company are recorded as an increase to leasehold improvements within property, plant and equipment, net. Many of the Company’s lease agreements contain escalation clauses under which, if fixed and determinable, rent expense and rent income is recognized on a straight-line basis over the lives of the leases, including renewal periods that are reasonably assured. Certain of the Company's leases also contain clauses for rent to be paid as a percentage of sales, which are based on a percentage of retail sales or a percentage of retail sales in excess of stipulated amounts (contingent rent). Contingent rent is recorded as rent expense when attainment of the target is considered probable and is recognized in proportion to the retail sales contributing to the achievement of the target.

Contingencies. The Company records accruals for outstanding legal matters when it believes it is probable that a loss will be incurred and the amount of such loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable. If both of the conditions above are not met, disclosure is made when there is at least a reasonable possibility that a loss contingency has been incurred. As facts concerning contingencies evolve and become known, management reassesses the likelihood of a probable loss and makes appropriate adjustments to its financial statements.

Pre-Opening Expenditures. The Company recognizes the cost associated with the opening of new stores, which consist primarily of rent, marketing, payroll and recruiting costs, as incurred.

Income Taxes . The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities result from (i) the future tax impact of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and (ii) differences between the recorded value of assets acquired in business combinations accounted for as purchases for financial reporting purposes and their corresponding tax bases. Deferred income tax assets are reduced by a valuation allowance if it is more likely than not that some portion of the deferred income tax asset will not be realized.

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GNC HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company recognizes the tax benefit from an uncertain tax position only if it is at least more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The amount of the tax benefit that is recognized is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. The Company classifies interest and penalties accrued in connection with unrecognized tax benefits as income tax expense in its Consolidated Statements of Operations.

Refer to Note 4, "Income Taxes," for more information.

Self-Insurance. T he Company is self-insured for certain losses related to health insurance, workers' compensation and general liability insurance and maintains stop-loss coverage with third-party insurers to limit its liability exposure. Liabilities associated with these losses are estimated by considering historical claims experience, estimated lag time to report and pay claims, average cost per claim and other actuarial factors. Effective January 1, 2018, the Company is now fully insured.

Stock-Based Compensation. The Company utilizes the Black-Scholes model to calculate the fair value of time-based stock option awards. The Company utilizes a Monte Carlo simulation for its performance awards with a market condition, which requires various inputs and assumptions, including the Company's own stock price. The grant-date fair value of all other stock-based compensation, including time-based and performance-based restricted stock awards, is based on the closing price for a share of the Company's common stock on the New York Stock Exchange (the "NYSE") on the grant date.

Compensation expense for time-based stock options and restricted stock awards is recognized over the applicable vesting period, net of expected forfeitures. Compensation expense for performance-based shares with a market condition is recognized over the applicable vesting period, net of expected forfeitures, regardless of whether the market condition is achieved. Compensation expense related to the performance-based awards is recognized over the applicable vesting period, net of expected forfeitures, and adjusted as necessary to reflect changes in the probability that the vesting criteria will be achieved. The Company regularly reviews the probability of achieving the performance condition on these awards.

Refer to Note 14, "Stock-Based Compensation" for more information.

Earnings Per Share. Basic earnings per share ("EPS") is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. The Company uses the treasury stock method to compute diluted EPS for its stock-based compensation to the extent that awards with performance and market conditions are probable of being achieved and stock options are in-the-money, which assumes that outstanding stock awards were converted into common stock, and the resulting proceeds (which includes unrecognized compensation expense for all awards and the exercise price associated with stock options) were used to acquire shares of common stock at the average market price during the reporting period. Refer to Note 13, "Earnings Per Share" for information on the Company's underlying shares of its convertible debt in the computation of EPS.

Foreign Currency. For all active foreign operations, the functional currency is generally the local currency. Assets and liabilities of foreign operations are translated into the Company's reporting currency, the U.S. dollar, using period-end exchange rates, while income and expenses are translated using the average exchange rates for the reporting period. Translation gains and losses are recorded as part of accumulated other comprehensive loss on the Consolidated Balance Sheet. The Company has intercompany balances with its foreign entities that are routinely settled primarily relating to product sales and management fees. Gains or losses resulting from these foreign currency transactions are included in the Consolidated Statements of Operations and were not material in the fiscal years ended December 31, 2017 , 2016 and 2015 .

Correction of Immaterial Error

During the quarter ended March 31, 2015, the Company identified a $ 2.8 million error relating to prior periods in the calculation of the portion of the accrued payroll liability relating to certain amounts paid to store employees. The impact of this error was not material to any prior period. In addition, the cumulative impact of the correction was not material to the Company's Consolidated Financial Statements for the quarter ended March 31, 2015 or the year ended December 31, 2015. Consequently, the Company corrected the error in the first quarter of 2015 by increasing SG&A expense on the Consolidated Statement of Operations and deferred revenue and other current liabilities on the Consolidated Balance Sheet by $ 2.8 million . The impact to net income was a decrease of $ 1.8 million for the year ended December 31, 2015. This correction had no impact on cash flows in 2015.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other (Income) Loss, Net

Other (income) loss, net, in the year ended December 31, 2017 includes $1.2 million of foreign currency gains and $1.0 million related to insurance and lease settlements, partially offset by a $1.7 million loss attributed to the sale of substantially all of the assets of the Lucky Vitamin e-commerce business. The year ended December 31, 2016 includes $ 0.4 million of foreign currency losses. The year ended December 31, 2015 includes a loss of $ 2.7 million attributable to the closure and related asset sale of Discount Supplements and $0.8 million of foreign currency losses.

Recently Adopted Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board (the "FASB") issued ASU 2017-04, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new guidance, an entity will recognize an impairment charge for the amount by which the carrying value exceeds the fair value. This standard is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company has adopted this ASU in the second quarter of 2017. Refer to Note 5, "Goodwill and Intangible Assets" for a description of the goodwill impairment charges recorded in 2017.

In March 2016, the FASB issued ASU 2016-09, which includes multiple provisions intended to simplify various aspects of accounting and reporting for share-based payments. The difference between the deduction for tax purposes and the compensation cost of a share-based payment award results in either an excess tax benefit or deficiency. Formerly, these excess tax benefits were recognized in additional paid-in capital and tax deficiencies (to the extent there were previous tax benefits) were recognized as an offset to accumulated excess tax benefits. If no previous tax benefit existed, the deficiencies were recognized in the income statement as an increase to income tax expense. The changes require all excess tax benefits and tax deficiencies related to share-based payments be recognized as income tax expense or benefit in the income statement. Gross excess tax benefits in the cash flow statement have also changed from the prior presentation as a financing activity to being classified as an operating activity. Lastly, excess tax benefits are no longer included in the assumed proceeds of the diluted EPS calculation, which results in stock-based awards being more dilutive. This standard is effective prospectively for annual reporting periods, and interim periods therein, beginning after December 15, 2016. The Company has adopted this ASU in the first quarter of 2017, which did not have a material impact to the Consolidated Financial Statements.

In November 2015, the FASB issued ASU 2015-17, which requires an entity to classify deferred tax assets and liabilities as noncurrent on the balance sheet. This standard is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. The Company has adopted this ASU during the first quarter of fiscal 2017, with retrospective application. The Company reclassified $12.9 million of current deferred income tax assets formerly presented within total current assets as a $12.8 million reduction to deferred income taxes presented within total long-term liabilities and a $0.1 million increase to other long-term assets at December 31, 2016 on the Consolidated Balance Sheet to conform to the current year presentation.

In July 2015, the FASB issued ASU 2015-11, which requires an entity that determines the cost of inventory by methods other than last-in, first-out and the retail inventory method to measure inventory at the lower of cost and net realizable value. This standard is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. Accordingly, the Company has adopted this ASU in the first quarter of 2017, which did not have a material effect on the Company’s Consolidated Financial Statements.

Recently Issued Accounting Pronouncements

In May 2017, the FASB issued ASU 2017-09, which amends the scope of modification accounting for share-based payment arrangements. This standard states that an entity should account for the effects of a modification unless all of the following are met: 1) The fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified (if the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification); 2) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and 3) The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The standard is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the impact of the new standard to have a material impact on the Consolidated Financial Statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In August 2016, the FASB issued ASU 2016-15, which addresses changes to the classification of certain cash receipts and cash payments within the statement of cash flows in order to address diversity in practice. In November 2016, the FASB issued ASU 2016-18, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Both standards are effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company does not expect the impact of the new standard to have a material impact on the Consolidated Financial Statements.

In February 2016, the FASB issued ASU 2016-02, which requires lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments for all leases with a term greater than 12 months. This standard is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2018 and is required to be applied using a modified retrospective approach for all leases existing at, or entered into after, the beginning of the earliest comparative period presented. The Company has a significant number of leases, and as a result, expects this guidance to have a material impact on its Consolidated Balance Sheet, which is currently being evaluated.

Revenue Recognition Update

In May 2014, the FASB issued ASU 2014-09, which updates revenue recognition guidance relating to contracts with customers. This standard states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The standard may be applied retrospectively to each prior period presented (full retrospective method) or retrospectively with the cumulative effect recognized as of the date of adoption (modified retrospective method). The Company intends on applying the full retrospective method upon adoption in the first quarter of 2018.

The new standard will not impact recognition of point-of-sale revenue in company-owned stores, most wholesale sales, royalties and sublease revenue, together which account for approximately 90% of the Company’s revenue. The new standard will have no impact on the timing or classification of the Company’s cash flows as reported in the Consolidated Statement of Cash Flows and is not expected to have a significant impact on the Company’s Consolidated Statement of Operations. The Company will record a reduction to opening retained earnings, net of tax, at December 31, 2015 of approximately $20 million to $25 million primarily relating to deferred franchise fees. Below is a description of expected changes resulting from the new standard.

Franchise fees. The Company's current accounting policy for franchise fees and license fees received for new store openings and renewals is to recognize these fees when earned per the contract terms, which is when a new store opens or at the start of a new term. In accordance with the new guidance, these fees will be deferred and recognized over the applicable license term as the Company satisfies the performance obligation of granting the customer access to the rights of the Company’s intellectual property. This change will impact all of the Company’s reportable segments. In addition, franchise fees received as part of a sale of a company-owned store to a franchisee will be recorded as described above as part of revenue and will no longer be presented as part of gains on refranchising. The Company does not anticipate the impact of this change to be material to the Company’s Consolidated Statement of Operations. The opening balance sheet adjustment to retained earnings at December 31, 2015 will include an increase to deferred revenue of $35 million to $40 million , net of a deferred taxes. Deferred revenue for franchise fees will be recorded within current liabilities and long-term liabilities on the Consolidated Balance Sheet in future periods.

Cooperative advertising and other franchise support fees. The Company currently classifies advertising and other franchise support fees received from domestic franchisees of approximately $23 million to $25 million each year as a reduction to selling, general and administrative expense and cost of sales on the Consolidated Statement of Operations. In accordance with the new guidance, these fees will be required to be classified as revenue within the U.S. and Canada segment. The new standard will not impact the timing of recognition of this income or on the Consolidated Balance Sheet.

Specialty manufacturing. The Company currently recognizes revenue for products manufactured and sold to customers at a point in time when risk of loss, title and insurable risks have transferred to the customer, net of estimated returns and allowances. Under the new standard, revenue is required to be recognized over time as manufacturing occurs if the customized goods have no alternative use to the manufacturer, and the manufacturer has an enforceable right to payment for performance completed to date. This change will impact contract manufacturing sales to third-parties recorded in the Manufacturing / Wholesale segment. The

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Company does not anticipate that the impact of this change will be material to the Consolidated Statement of Operations. The Company will record a reduction to inventory as applicable custom manufacturing services are completed with a corresponding contract asset including the applicable markup recorded within other current assets on the Consolidated Balance Sheet. The opening balance sheet adjustment to retained earnings at December 31, 2015 is not expected to be significant, which will include a decrease to inventory with a corresponding increase to a contract asset (for a slightly higher amount representing the markup) of approximately $20 million , net of a deferred taxes.

E-Commerce revenues. The Company currently records revenue to its e-commerce customers upon delivery. Under the new guidance, the Company will recognize revenue upon shipment based on meeting the transfer of control criteria. The Company has made a policy election to treat shipping and handling as costs to fulfill the contract, and as a result, any fees received from customers will be included in the transaction price allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of sales for amounts paid to applicable carriers. The new standard is not expected to have a material impact on the timing of recognition of this income or on the Consolidated Balance Sheet. The Company is not revising prior period balances for e-commerce revenues because the changes are not material.

Loyalty. Effective with the launch of the One New GNC on December 29, 2016, the Company introduced a free points-based myGNC Rewards loyalty program system-wide in the U.S. The Company is utilizing the new revenue recognition standard to account for this program, the difference of which is immaterial relative to the current standard. Refer to "Revenue recognition" above for information on the Company's accounting policy for this loyalty program.

Other Revisions

Certain amounts in the Consolidated Financial Statements for prior year periods have been revised to confirm to the current period's presentation. The impact to prior periods for these revisions was not significant with no impact on previously reported operating income, net income, cash flows from operations or stockholders' equity.

NOTE 3. INVENTORY

The net realizable value of inventory consisted of the following:



	December 31,
	2017		2016
	(in thousands)
Finished product ready for sale ^(*)	$	435,216	$	509,209
Work-in-process, bulk product and raw materials ^(*)	66,592		67,275
Packaging supplies	5,050		6,728
Inventory	$	506,858	$	583,212

(*) The December 31, 2016 balances have been revised for an $18.0 million correction in the classification of certain amounts between finished product ready for sale and work-in-process, bulk product and raw materials. The correction had no impact on total inventory.

NOTE 4. INCOME TAXES

(Loss) income before income taxes consisted of the following components:



	Year ended December 31,
	2017			2016			2015
	(in thousands)
Domestic	$	(301,948	)	$	(212,095	)	$	365,362
Foreign	(11,690		)	(21,295		)	(23,191		)
(Loss) income before income taxes	$	(313,638	)	$	(233,390	)	$	342,171

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Income tax (benefit) expense consisted of the following components:



	Year ended December 31,
	2017			2016			2015
	(in thousands)
Current:
Federal	$	23,965		$	67,326		$	104,711
State	4,458			9,928			13,414
Foreign	3,376			6,632			4,297
Total current income tax expense	31,799			83,886			122,422
Deferred:
Federal	(182,217		)	(32,397		)	3,193
State	(13,773		)	(1,110		)	(1,412		)
Foreign	(596		)	2,481			(1,331		)
Total deferred income tax (benefit) expense	(196,586		)	(31,026		)	450
Total income tax (benefit) expense	$	(164,787	)	$	52,860		$	122,872

Income tax (benefit) expense reflected in the accompanying Consolidated Statements of Operations varies from the amounts that would have been provided by applying the United States federal statutory income tax rate of 35% to (loss) income before income taxes as shown below:



	Year ended December 31,
	2017			2016			2015
	(in thousands)
U.S. federal statutory income tax	$	(109,773	)	$	(81,686	)	$	119,760
Increase (reduction) resulting from:
State income tax, net of federal tax benefit	(6,678		)	6,316			11,976
Nondeductible goodwill	6,219			132,800			—
Brand name impairment	50,957			—			—
Exchange of convertible senior notes	(9,526		)	—			—
Other permanent differences	2,513			633			1,369
International operations, net of foreign tax credits	(1,087		)	3,454			13,035
Worthless stock tax benefit	—			—			(11,634		)
Federal tax credits and income deductions	(2,698		)	(6,030		)	(8,554		)
Tax impact of uncertain tax positions and other	(4,224		)	(2,627		)	(3,080		)
Impact of 2017 Tax Act	(90,490		)	—			—
Income tax (benefit) expense	$	(164,787	)	$	52,860		$	122,872

On December 22, 2017, tax reform legislation known as The Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”) was enacted. The 2017 Tax Act made significant changes to the Internal Revenue Code, including a reduction in the corporate tax rate from 35% to 21%, which is effective for tax years beginning after December 31, 2017. The Company has calculated the impact of the 2017 Tax Act as part of the year end income tax provision. The Company has recorded a non-cash income tax benefit of $90.5 million in 2017, related to the remeasurement of its deferred tax assets and liabilities to reflect the effects of these temporary differences at enacted tax rates expected to be in effect when taxes are actually paid or recovered.

On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. The accompanying Consolidated Financial Statements include an immaterial provisional tax impact related to deemed repatriated earnings. The ultimate impact may differ from these provisional amounts, due to, among other things, additional analysis,

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

changes in interpretations and assumptions the Company has made and additional regulatory guidance that may be issued. Any subsequent adjustment will be recorded to current tax expense in the quarter of 2018 when the analysis is complete.

The adjustment explained above related to the 2017 Tax Act was recorded prior to long-lived asset impairment charges primarily related to the Company's indefinite-lived brand asset explained in Note 5, "Goodwill and Intangible Assets." The reduction to the applicable deferred tax liability associated with the indefinite-lived intangible asset impaired utilized the updated statutory rate associated with the 2017 Tax Act resulting in a reconciling item in the table above, which begins with the 35% statutory rate enacted in the year ended December 31, 2017. In addition, the effective tax rates in 2017 and 2016 were significantly impacted by goodwill impairment charges totaling $24.3 million and $ 471.1 million , respectively, the majority of which is not deductible for income tax purposes.

Deferred tax assets and liabilities consisted of the following at December 31:



	2017									2016
	Assets			Liabilities			Net			Assets			Liabilities			Net
	(in thousands)
Deferred tax assets (liabilities):
Operating reserves	$	6,213		$	—		$	6,213		$	9,774		$	—		$	9,774
Deferred revenue	1,897			—			1,897			4,439			—			4,439
Prepaid expenses	—			(3,873		)	(3,873		)	—			(4,556		)	(4,556		)
Intangible assets	—			(102,602		)	(102,602		)	—			(300,253		)	(300,253		)
Fixed assets	15,420			—			15,420			16,006			—			16,006
Stock-based compensation	4,586			—			4,586			4,597			—			4,597
Net operating loss and credit carryforwards	28,244			—			28,244			26,628			—			26,628
Long-term rent liabilities	6,946			—			6,946			8,604			—			8,604
Convertible senior notes	—			(5,755		)	(5,755		)	—			(12,581		)	(12,581		)
Other	4,018			—			4,018			9,541			—			9,541
Valuation allowance	(17,478		)	—			(17,478		)	(21,324		)	—			(21,324		)
Total net deferred taxes	$	49,846		$	(112,230	)	$	(62,384	)	$	58,265		$	(317,390	)	$	(259,125	)

At December 31, 2017 and 2016 , the Company had deferred tax assets relating to foreign and state NOLs with lives ranging from 5 to 20 years. As of December 31, 2017 and 2016 , a valuation allowance was provided for certain NOLs, as the Company currently believes that these NOLs may not be realizable prior to their expiration. In 2017, the Company reduced its valuation allowance by $3.8 million . During 2016 and 2015, the Company increased its valuation allowance by $4.4 million and $2.3 million , respectively. The valuation allowance was adjusted in 2017 based on a change in circumstances, including anticipated future earnings, which caused a change in judgment about the realizability of certain deferred tax assets related to NOLs.

The Company does not have any material undistributed earnings of international subsidiaries at December 31, 2017 as these subsidiaries are considered to be branches for United States tax purposes, to have incurred cumulative NOLs, or to have only minimal undistributed earnings.

GNC Holdings, Inc. files a consolidated federal tax return and various consolidated and separate tax returns as prescribed by the tax laws of the state, local and international jurisdictions in which it and its subsidiaries operate. The statutes of limitation for the Company’s U.S. federal income tax returns are closed for years through 2013. The Company has various state and local jurisdiction tax years open to possible examination (the earliest open period is generally 2011), and the Company also has certain state and local tax filings currently under audit.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding penalties and interest, is as follows:



	December 31,
	2017			2016			2015
	(in thousands)
Balance of unrecognized tax benefits at beginning of period	$	6,456		$	7,282		$	11,652
Additions for tax positions taken during current period	748			289			1,345
Additions for tax positions taken during prior periods	192			1,031			543
Reductions for tax positions taken during prior periods	(675		)	(1,378		)	(6,258		)
Settlements	(947		)	(768		)	—
Balance of unrecognized tax benefits at end of period	$	5,774		$	6,456		$	7,282

The Company's liability for uncertain tax positions, excluding penalties and interest, decreased by $ 0.7 million during the current year due in part to the expiration of certain statutes of limitation with respect to the 2013 fiscal year and the payment of settlements to satisfy open audits.

As of December 31, 2017 , the Company is not aware of any positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months. Accrued interest and penalties were $ 2.0 million and $1.9 million at December 31, 2017 and 2016 , respectively. At December 31, 2017 , the amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $7.8 million , including the impact of accrued interest and penalties. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, the Company believes that its unrecognized tax benefits reflect the most likely outcome. The Company adjusts these unrecognized tax benefits, as well as the related interest, in light of changing facts and circumstances. Settlement of any particular position could require the use of cash. Favorable resolution would be recognized as a reduction to the effective income tax rate in the period of resolution.

NOTE 5. GOODWILL AND INTANGIBLE ASSETS

Impairment Charges

Based on the decline in the Company's share price of over 50% in the fourth quarter of 2017 and the previous challenges associated with the Company’s efforts to refinance its long-term debt, management concluded a triggering event occurred in the fourth quarter requiring an impairment test of its indefinite-lived intangible brand name asset and the goodwill of all reporting units.

The Company recorded the following impairment charges. Refer to Note 6, "Property, Plant and Equipment, Net" for more information on the property and equipment charges.



	Year ended December 31,
	2017		2016		2015
	(in thousands)
Brand name	$	395,600	$	—	$	—
Goodwill	24,283		471,132		—
Property and equipment	18,555		5,421		—
Lucky Vitamin ^(*)	19,356		—		—
Discount Supplements ^(*)	—		—		28,333
Total long-lived asset impairment charges	$	457,794	$	476,553	$	28,333

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(*) Includes goodwill, intangible assets and property and equipment as explained below.

Brand Name

Management performed an impairment test for its $720.0 million indefinite-lived brand intangible asset, and concluded that the estimated fair value under the relief from royalty method (income approach) was less than its carrying value, which resulted in an impairment charge of $395.6 million . The brand name impairment test was performed in totality as it represents a single unit of account and the charge was allocated to the U.S. and Canada and International segments for $394.0 million and $1.6 million , respectively. Key assumptions included in the estimation of the fair value include, but are not limited to, the following:

•

Future cash flow assumptions - Future cash flow assumptions include retail sales from the Company’s corporate stores and GNC.com, as well as retail sales from domestic and international franchisees. Retail sales were based on organic growth and were derived from historical experience and assumptions regarding future growth. The Company's analysis incorporated an assumed period of cash flows of 10 years with a terminal value.

•

Royalty rate - The royalty rate used considers external market evidence and internal financial metrics. Based on a review of market based royalty rates coupled with a review of available returns after the consideration of property, plant and equipment, working capital and other intangible assets, the royalty rate utilized in the impairment test decreased relative to the impairment test performed at December 31, 2016.


•	Discount rate - The discount rate was based on the measure used in the goodwill impairment test described below adjusted for the risk associated with the specific brand name asset. The discount rate used in the analysis was 18.5% .

Goodwill

The Domestic Stores and Canada reporting units have no remaining goodwill balance after prior year impairment charges. The results of the goodwill impairment test performed in the fourth quarter of 2017 indicated no impairment for the GNC.com, International Franchise, Manufacturing and The Health Store reporting units. However, the Wholesale reporting unit had a fair value below its carrying value, which resulted in a $24.3 million goodwill impairment charge for the difference, which was recorded within the Manufacturing / Wholesale segment. The goodwill impairment test performed in the fourth quarter of 2017 satisfies the Company's annual testing requirement.

The results of the impairment testing indicated that the Manufacturing and The Health Store reporting units, which have goodwill balances of $61.5 million and $5.9 million , respectively, had fair values that exceeded their carrying values by less than 15% . In addition, in connection with the adoption of ASU 2017-04, the fair value of the Wholesale reporting unit approximates its carrying value after giving consideration to the current period impairment charges recorded. Any future reductions to the fair value of this reporting unit would result in an additional impairment charge. If actual market conditions are less favorable than those projected, or if events occur or circumstances change that would reduce the fair values of the Wholesale, Manufacturing and The Health Store reporting units below their respective carrying values, management may be required to conduct an interim test and possibly recognize additional impairment charges in future periods.

The Company estimated the fair values of its reporting units in the fourth quarter of 2017 using a discounted cash flow method (income approach) weighted 50% and a guideline company method (market approach) weighted 50% . The key assumptions used under the income approach were, but not limited to, the following:


•	Future cash flow assumptions - The Company's projections for its reporting units were based on organic growth and were derived from historical experience and assumptions regarding future growth and profitability trends. The Company's analysis incorporated an assumed period of cash flows of 8 years with a terminal value.

•

Discount rate - The discount rate was based on an estimated weighted average cost of capital ("WACC") for each reporting unit. The components of WACC are the cost of equity and the cost of debt, each of which requires judgment by management to estimate. The Company developed its cost of equity estimate based on perceived risks and predictability of future cash flows. The WACC used to estimate the fair values of the Company's reporting units was

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

generally within a range of 17.0% to 18.0% . Any difference between the WACC among reporting units is primarily due to the precision with which management expects to be able to predict the future cash flows of each reporting unit.

The guideline company method involves analyzing transaction and financial data of publicly-traded companies to develop multiples, which are adjusted to account for differences in growth prospects and risk profiles of the reporting unit and the comparable.

Lucky Vitamin

During the second quarter of 2017, in order for the Company to focus on strategic changes around the One New GNC, the Company considered strategic alternatives for the Lucky Vitamin e-commerce business, which was considered a triggering event requiring an interim goodwill impairment review of the Lucky Vitamin reporting unit as of June 30, 2017. As previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2016, the estimated fair value for the Lucky Vitamin reporting unit exceeded its carrying value by less than 20% as of December 31, 2016.

The Company estimated the fair value of the Lucky Vitamin reporting unit using a discounted cash flow method (income approach) and a guideline company method (market approach), each of which took into account the expectations regarding the potential strategic alternatives for the Lucky Vitamin business being explored in the second quarter of 2017. The key assumptions used under the income approach included, but were not limited to, the following:


•	Future cash flow assumptions - The Company's projections for Lucky Vitamin were based on organic growth and were derived from historical experience and assumptions regarding future growth and profitability trends. The Company's analysis incorporated an assumed period of cash flows of 8 years with a terminal value.


•	Discount rate - The discount rate was based on Lucky Vitamin's estimated WACC, which was derived consistently as explained above under "Goodwill." At June 30, 2017, the WACC used to estimate the fair value of the Lucky Vitamin reporting unit was 18.0% .

As a result of the review, the Company concluded that the carrying value of the Lucky Vitamin reporting unit exceeded its fair value, which resulted in a non-cash goodwill impairment charge of $11.5 million being recorded in the second quarter of 2017. There was no remaining goodwill balance on the Lucky Vitamin reporting unit after the impact of this charge. As a result of the impairment indicator described above, the Company also performed an impairment analysis with respect to its definite-long-lived assets on the Lucky Vitamin reporting unit, consisting of a trade name and property and equipment. The fair value of the trade name was determined using a relief from royalty method (income approach) and the fair value of the property and equipment was determined using an income approach. Based on the results of the analyses, the Company concluded that the carrying value of the Lucky Vitamin trade name and property and equipment exceed their fair values resulting in an impairment charge of $4.2 million and $3.7 million , respectively. All of the aforementioned non-cash charges totaling $19.4 million are recorded in long-lived asset impairments in the Consolidated Statement of Operations within the U.S. and Canada segment.

The Company completed an asset sale of Lucky Vitamin on September 30, 2017, resulting in a loss of $1.7 million recorded within other (income) loss, net on the Consolidated Statement of Operations consisting of the net assets sold subtracted from the purchase price of $6.4 million , which includes fees paid to a third-party. The proceeds were received in October 2017 .

Discount Supplements 2015 Charge

During the third quarter of 2015, due to the declining financial performance and the Company’s decision to review strategic options for the business, a triggering event occurred requiring an interim goodwill impairment review of the Discount Supplements reporting unit as of September 30, 2015. The Company estimated the fair value of the Discount Supplements reporting unit at September 30, 2015 using a discounted cash flow method (income approach).

As a result of the review, the Company concluded that the carrying value of the Discount Supplements reporting unit exceeded its fair value and proceeded to step two of the impairment analysis. Based on the results of step two, the Company concluded that this reporting unit's goodwill was fully impaired; as a result, a goodwill impairment charge of $23.3 million was recorded in the third quarter of 2015.

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As a result of the impairment indicators, the Company also performed an impairment analysis with respect to the definite-long-lived assets of Discount Supplements, consisting of trade name and website intangibles and property and equipment. The fair value of these assets were determined using various income approaches. Based on the results of the analyses, the Company recorded impairment charges of $4.4 million on the trade name and website intangible assets and $0.6 million on property and equipment. All of the aforementioned charges totaling $28.3 million were recorded in long-lived asset impairments in the Consolidated Statement of Operations for the year ended December 31, 2015.

The Company sold substantially all of the assets of Discount Supplements in the fourth quarter of 2015 and recorded a $2.7 million loss within other (income) loss net on the Consolidated Statement of Operations.

Change in Reporting Units

In connection with the Company's change in reportable segments described in Note 16, "Segments," the Company's Domestic Retail and Domestic Franchise reporting units were combined into one Domestic Stores reporting unit, consistent with how the segment manager reviews this business effective in the second quarter of 2016.

Goodwill Roll-Forward

The following table summarizes the Company's goodwill activity by reportable segment:



	U.S. and Canada			International			Manufacturing / Wholesale			Other ^(*)			Total
	(in thousands)
Goodwill at December 31, 2015	$	392,410		$	43,177		$	202,841		$	11,464		$	649,892
2016 Activity:
Impairments	(380,644		)	—			(90,488		)	—			(471,132		)
Acquired franchise stores	1,372			—			—			—			1,372
Translation effect of exchange rates	12			(183		)	—			—			(171		)
Derecognition associated with refranchising	(3,899		)	—			—			—			(3,899		)
Total 2016 activity	(383,159		)	(183		)	(90,488		)	—			(473,830		)
Balance at December 31, 2016:
Gross	389,895			42,994			202,841			11,464			647,194
Accumulated impairments	(380,644		)	—			(90,488		)	—			(471,132		)
Goodwill	$	9,251		$	42,994		$	112,353		$	11,464		$	176,062
2017 Activity:
Impairments	$	—		$	—		$	(24,283	)	$	(11,464	)	$	(35,747	)
Translation effect of exchange rates	—			714			—			—			714
Total 2017 activity	—			714			(24,283		)	(11,464		)	(35,033		)
Balance at December 31, 2017:
Gross	389,895			43,708			202,841			—			636,444
Accumulated impairments	(380,644		)	—			(114,771		)	—			(495,415		)
Goodwill	$	9,251		$	43,708		$	88,070		$	—		$	141,029

(*) In connection with the sale of the assets of Lucky Vitamin in the third quarter of 2017, as described above, the gross goodwill and accumulated impairment was derecognized.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Intangible Assets

The following table reflects the gross carrying amount and accumulated amortization for each major intangible asset:



		December 31, 2017							December 31, 2016
	Weighted- Average Life	Gross		Accumulated Amortization/ Impairment			Carrying Amount		Gross		Accumulated Amortization			Carrying Amount
		(in thousands)
Brand name	Indefinite	$	720,000	$	(395,600	)	$	324,400	$	720,000	$	—		$	720,000
Retail agreements	30.3	31,000		(11,513		)	19,487		31,000		(10,460		)	$	20,540
Franchise agreements	25.0	70,000		(30,217		)	39,783		70,000		(27,417		)	42,583
Manufacturing agreements	25.0	70,000		(30,217		)	39,783		70,000		(27,417		)	42,583
Other intangibles ^(*)	6.8	683		(377		)	306		10,201		(5,467		)	4,734
Franchise rights	3.0	7,486		(7,130		)	356		7,486		(6,697		)	789
Total		$	899,169	$	(475,054	)	$	424,115	$	908,687	$	(77,458	)	$	831,229

(*) In connection with the sale of the assets of Lucky Vitamin in the third quarter of 2017, as described above, the gross trade name and accumulated amortization/impairment was derecognized.

Amortization expense during the years ended December 31, 2017, 2016 and 2015 was $ 7.4 million , $ 8.2 million and $ 10.3 million , respectively.

The following table represents future amortization expense of definite-lived intangible assets at December 31, 2017 :



Years ending December 31,	Amortization expense
	(in thousands)
2018	$	6,974
2019	6,835
2020	6,771
2021	6,693
2022	6,653
Thereafter	65,789
Total future amortization expense	$	99,715

Store Acquisitions

For the years ended December 31, 2017 , 2016 and 2015 , the Company acquired 60 , 21 and 44 franchise stores, respectively. These acquisitions are accounted for utilizing the acquisition method of accounting, and the Company allocated the purchase price by recognizing acquired inventory, fixed assets, franchise rights and other net assets at fair value with any excess being recorded as goodwill. For the years ended December 31, 2017 , 2016 and 2015 , the impact of these store acquisitions was not material.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net, consisted of the following:



	December 31,
	2017			2016
	(in thousands)
Land, buildings and improvements	$	73,287		$	72,119
Machinery and equipment	170,107			172,261
Leasehold improvements	146,830			144,667
Furniture and fixtures	108,085			108,998
Software	50,098			64,264
Construction in progress	1,710			6,346
Total property, plant and equipment	550,117			568,655
Less: accumulated depreciation	(341,267		)	(330,942		)
Less: impairment	(22,288		)	(5,421		)
Net property, plant and equipment	$	186,562		$	232,292

The Company recognized depreciation expense on property, plant and equipment of $49.4 million , $51.8 million , and $47.0 million for the years ended December 31, 2017 , 2016 and 2015 , respectively, which is included in occupancy expense as part of cost of sales and SG&A expense on the Consolidated Statements of Operations.

Fixed Assets Impairments

Management evaluated its property, plant, and equipment and recorded $ 18.6 million and $5.4 million of impairment charges within the U.S. and Canada segment for the years ended December 31, 2017 and 2016, respectively, presented as long-lived asset impairments in the accompanying Consolidated Statement of Operations. These impairments primarily relate to certain of the Company's underperforming stores and to a lesser extent the 2017 impact of Hurricane Maria on the Company's stores located in Puerto Rico. For individual underperforming stores, the impairment test was performed at the individual store level as this is the lowest level which identifiable cash flows are largely independent of other groups of assets and liabilities.

Underperforming stores were generally defined as those with historical and expected future losses or stores that management intends on closing in the near term. If the undiscounted estimated future cash flows were less than the carrying value of the asset group, an impairment charge was calculated by subtracting the estimated fair value of property and equipment from its carrying value. Fair value was estimated using a discounted cash flow method (income approach) utilizing the undiscounted cash flows estimated in the first step of the test. Refer to Note 5, "Goodwill and Intangible Assets" for fixed asset impairments related to Lucky Vitamin in 2017 and Discount Supplements in 2015 prior to their respective sales.

NOTE 7. LONG-TERM DEBT / INTEREST EXPENSE

As of December 31, 2017, the Company had principal of $1,131.2 million outstanding under its Term Loan Facility with an original maturity date of March 2019. After the effectiveness of the Amendment to our Senior Credit Facility described in Note 18, "Subsequent Events," the amount due in March 2019 under the Term Loan Facility is now $151.9 million . The Company is also required under the Amendment to make an excess cash flow payment in March 2019, which could be material, based on the projected Consolidated Net First Lien Leverage Ratio for the year ending December 31, 2018.

The Company expects to close the Securities Purchase Agreement described in Note 18, "Subsequent Events" in the second half of 2018, which will result in approximately $300 million of aggregate proceeds. Under the Amendment, $100.0 million of the net proceeds from the Securities Purchase Agreement are required to be utilized to pay the Term Loan Facility due March 2021. The remaining net proceeds, after deducting legal and advisory fees, would be available to satisfy the $151.9 million due under the Term Loan Facility in March 2019. However, there is no assurance that the Securities Purchase Agreement will close prior to March 2019 when the obligation is due.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

cash on hand and amounts available under the new $100 million asset-backed Revolving Credit Facility. If actual results are below the Company’s projections by an amount greater than what is required to satisfy these obligations, management has the ability to reduce certain discretionary payments and will consider certain sales, as necessary, to maximize cash available.

Management assessed the Company's ability to continue as a going concern in accordance with ASU 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern." Management has concluded that it is probable the Company will have sufficient cash on hand and available liquidity to satisfy the obligations that are due in March 2019.

Refer to Note 18, "Subsequent Events" for information regarding the Company's Amendment of its Senior Credit Facility in February 2018. All information regarding the Company's Senior Credit Facility within this footnote is as of December 31, 2017 prior to the Amendment.

Long-term debt consisted of the following:



	December 31,
	2017			2016
	(in thousands)
Term Loan Facility (net of $0.9 million and $1.6 million discount)	$	1,130,320		$	1,170,486
Revolving Credit Facility	—			127,000
Notes	167,988			245,273
Debt issuance costs	(1,285		)	(2,306		)
Total debt	$	1,297,023		$	1,540,453
Less: current maturities	—			(12,562		)
Long-term debt	$	1,297,023		$	1,527,891

At December 31, 2017 , the Company's future annual contractual obligations on long-term debt are detailed below:



Year Ending December 31,	Term Loan Facility ⁽¹⁾		Convertible Notes ⁽²⁾		Total
	(in thousands)
2019	$	1,131,197	$	—	$	1,131,197
2020	—		188,565		188,565
Total	$	1,131,197	$	188,565	$	1,319,762

(1) Includes the unamortized original issuance discount of $0.9 million .

(2) Includes unamortized conversion feature of $18.1 million and original issuance discount of $2.5 million .

Senior Credit Facility

In March 2011, General Nutrition Centers, Inc. ("Centers"), a wholly owned subsidiary of Holdings, entered into the Senior Credit Facility, consisting of the Term Loan Facility and the Revolving Credit Facility. The Senior Credit Facility permits the Company to prepay a portion or all of the outstanding balance without incurring penalties (except London Interbank Offering Rate ("LIBOR") breakage costs). GNC Corporation, the Company's indirect wholly owned subsidiary, and Centers' existing and future domestic subsidiaries have guaranteed Centers' obligations under the Senior Credit Facility. In addition, the Senior Credit Facility is collateralized by first priority pledges (subject to permitted liens) of substantially all of Centers' assets, including its equity interests and the equity interests of its domestic subsidiaries.

The Company amended the Revolving Credit Facility on March 4, 2016, to extend its maturity from March 2017 to September 2018 and increase total availability from $ 130.0 million to $ 300.0 million . In December 2017, the Company reduced the amount available under the Revolving Credit Facility from $300.0 million to $225.0 million . As of December 31, 2017, the Company had $219.1 million available under the Revolving Credit Facility after consideration of $5.9 million utilized to secure letters of credit and no borrowings outstanding, which was subsequently terminated and replaced with the asset-based Revolving Credit Facility as described in Note 18, "Subsequent Events."

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2017 and 2016 , the Company's interest rate on its Term Loan Facility was 4.1% and 3.3% , respectively. The Revolving Credit Facility had a weighted average interest rate of 2.7% at December 31, 2016 . The Company is also required to pay an annual fee of 2.75% on outstanding letters of credit and an annual commitment fee of 0.5% on the undrawn portion of the Revolving Credit Facility.

The Senior Credit Facility contains customary covenants, including incurrence covenants and certain other limitations on the ability of GNC Corporation, Centers, and Centers' subsidiaries to, among other things, make optional payments in respect of other debt instruments, pay dividends or other payments on capital stock, and enter into arrangements that restrict their ability to pay dividends or grant liens. The Company is currently in compliance with the terms of its Senior Credit Facility.

Convertible Debt

Issuance and Terms

On August 10, 2015, the Company issued $ 287.5 million principal amount of 1.5% convertible senior notes due 2020 in a private offering (the "Notes"). The Notes are governed by the terms of an indenture between the Company and BNY Mellon Trust Company, N.A., as the Trustee (the "Indenture"). The Notes mature on August 15, 2020, unless earlier repaid, discharged, refinanced or converted by the holders subject to restrictions through May 15, 2020. The Notes bear interest at a rate of 1.5% per annum, and additionally are subject to special interest in connection with any failure of the Company to perform certain of its obligations under the Indenture.

The Notes are unsecured obligations and do not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. Certain events are considered “events of default” under the Notes, which may result in the acceleration of the maturity of the Notes, as described in the indenture governing the Notes. The Notes are fully and unconditionally guaranteed by certain operating subsidiaries of the Company (“Subsidiary Guarantors”) and are subordinated to the Subsidiary Guarantors obligations from time to time with respect to the Senior Credit Facility and ranks equal in right of payment with respect to the Subsidiary Guarantor’s other obligations.

The initial conversion rate applicable to the Notes is 15.1156 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of $66.16 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a “make-whole fundamental change" as defined in the Indenture, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change.

Prior to May 15, 2020, the Notes are convertible only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2015, if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding calendar quarter, the last reported sale price of the Company’s common stock on such trading day is greater than or equal to 130% of the applicable conversion price on such trading day; (2) during the 5 consecutive business day period after any ten consecutive trading day period in which, for each day of that period, the trading price per $ 1,000 principal amount of Notes for such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on such trading day; or (3) upon the occurrence of specified corporate transactions. On and after May 15, 2020, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Notes will be settled, at the Company’s election, in cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock. If the Company has not delivered a notice of its election of settlement method prior to the final conversion period, it will be deemed to have elected combination settlement with a dollar amount per note to be received upon conversion of $ 1,000 .

Exchange

On December 20, 2017, the Company exchanged in privately negotiated transactions $98.9 million in aggregate principal amount of the Notes for an aggregate of 14.6 million newly issued shares of the Company’s Class A common stock, which had a value of $71.7 million at the time of the exchange. The Company accounted for the transaction as a troubled debt restructuring as a result of satisfying the below criteria.

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•	Based on previous challenges associated with the Company’s refinancing efforts of its long term debt at the time of the convertible debt exchange.


•	The holders of the convertible debt completed the exchange for a value lower than the face amount of the notes. As a result, management concluded a concession was granted to the Company.

The convertible debt exchange resulted in a gain of $15.0 million , which includes the unamortized conversion feature of $9.6 million , unamortized discount of $1.4 million and other third party fees of $1.2 million and together with legal, investment banking and rating agency fees associated with the Company’s refinancing efforts, the Company recorded a net gain of $11.0 million in the fourth quarter of 2017.

Notes by Component

The Notes consist of the following components:



	As of December 31,
	2017			2016
	(in thousands)
Liability component
Principal	$	188,565		$	287,500
Conversion feature	(18,065		)	(37,179		)
Discount related to debt issuance costs	(2,512		)	(5,048		)
Net carrying amount	$	167,988		$	245,273

Equity component
Conversion feature	$	49,680		$	49,680
Debt issuance costs	(1,421		)	(1,421		)
Deferred taxes ^(*)	(16,620		)	(17,750		)
Net amount recorded in additional paid-in capital	$	31,639		$	30,509

* The balance at December 31, 2017 includes $1.1 million related to the tax provision that was allocated to additional paid-in capital associated with the exchange explained above.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Interest Expense

Interest expense consisted of the following:



	For the year ended December 31,
	2017		2016			2015
	(in thousands)
Senior Credit Facility:
Term Loan Facility coupon	$	41,477	$	38,821		$	42,147
Revolving Credit Facility	4,685		4,689			805
Amortization of discount and debt issuance costs	2,413		2,444			2,583
Total Senior Credit Facility	48,575		45,954			45,535
Notes:
Coupon	4,272		4,313			1,702
Amortization of conversion feature	9,496		9,092			3,410
Amortization of discount and debt issuance costs	1,251		1,140			412
Total Notes	15,019		14,545			5,524
Interest income and other	627		(56		)	(123		)
Interest expense, net	$	64,221	$	60,443		$	50,936

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GNC HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8. DEFERRED REVENUE AND OTHER CURRENT LIABILITIES

Deferred revenue and other current liabilities consisted of the following:



	December 31,
	2017		2016
	(in thousands)
Deferred revenue	$	34,802	$	38,044
Accrued compensation and related benefits	32,177		34,700
Accrued occupancy	8,732		8,815
Accrued sales tax	3,022		2,626
Accrued interest	2,124		2,383
Accrued income taxes	—		1,454
Other current liabilities	27,815		27,149
Total deferred revenue and other current liabilities	$	108,672	$	115,171

Deferred revenue at December 31, 2016 includes $ 24.4 million associated with the domestic company-owned Gold Card Member Pricing program, which was discontinued on December 28, 2016 in connection with the introduction of the One New GNC and replaced with a points-based loyalty program, myGNC Rewards, and a paid membership program, PRO Access. Refer to Note 2, "Basis of Presentation and Summary of Significant Accounting Policies" for more information.

NOTE 9. FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

ASC 820, "Fair Value Measurements and Disclosures" defines fair value as a market-based measurement that should be determined based on the assumptions that marketplace participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1 — observable inputs such as quoted prices in active markets for identical assets and liabilities;

Level 2 — observable inputs such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, other inputs that are observable, or can be corroborated by observable market data; and

Level 3 — unobservable inputs for which there are little or no market data, which require the reporting entity to develop its own assumptions.

The carrying amounts of cash and cash equivalents, receivables, accounts payable, accrued liabilities and the Revolving Credit Facility approximate their respective fair values. Based on the interest rates currently available and their underlying risk, the carrying value of franchise notes receivable recorded primarily in Other long-term assets approximates its fair value.

The carrying value and estimated fair value of the Term Loan Facility, net of discount, and Notes (net of the equity component classified in stockholders' equity and discount) were as follows:



	December 31, 2017				December 31, 2016
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Term Loan Facility	$	1,130,320	$	930,592	$	1,170,486	$	1,100,257
Notes	167,988		85,044		245,273		185,794

The fair values of the Term Loan Facility and the Notes were determined using trading values in markets that are not active, which are considered Level 2 inputs.

As described in Note 5, "Goodwill and Intangible Assets, Net," and Note 6, "Property, Plant and Equipment, Net," the Company recorded long-lived asset impairments in the years ended December 31, 2017, 2016 and 2015. This resulted in the following assets being measured at fair value on a non-recurring basis using Level 3 inputs:

• the indefinite-lived brand name intangible asset at December 31, 2017;

• goodwill at December 31, 2017 for the Wholesale reporting unit;

• goodwill at December 31, 2016 for the Domestic Stores, Canada and Manufacturing reporting units; and

• property and equipment at certain of the Company's stores at December 31, 2017 and 2016.

NOTE 10. LONG-TERM LEASE OBLIGATIONS

The Company's rent expense, which is recorded within cost of sales on the Consolidated Statements of Operations, was as follows:



	Year ended December 31,
	2017		2016		2015
	(in thousands)
Company-owned and franchise stores:
Rent on operating leases	$	193,398	$	193,830	$	187,346
Landlord related taxes	27,872		27,747		25,765
Common operating expenses	45,866		45,375		44,184
Percent and contingent rent	17,870		19,435		21,109
Total company-owned and franchise stores	285,006		286,387		278,404
Other	22,446		19,905		16,568
Total rent expense	$	307,452	$	306,292	$	294,972

The Company recorded sublease revenue, within revenue on the Consolidated Statements of Operations, of $ 49.0 million , $ 47.6 million and $ 44.1 million in the years ended December 31, 2017, 2016 and 2015, respectively, relating to subleases with its franchisees, which includes rental income and other occupancy related items.

Minimum future rent obligations for non-cancelable operating leases, excluding optional renewal periods, were as follows for the years ending December 31 and exclude landlord related taxes, common operating expenses, and percent and contingent rent.



	Company-Owned and Franchise Stores		Sublease Income from Franchisees			Other *		Rent on Operating Leases, net of Sublease Revenue
	(in thousands)
2018	$	176,770	$	(31,936	)	$	4,984	$	149,818
2019	139,772		(25,382		)	4,314		118,704
2020	107,685		(19,611		)	3,836		91,910
2021	81,289		(13,115		)	2,618		70,792
2022	53,743		(6,947		)	1,638		48,434
Thereafter	92,234		(7,744		)	8,548		93,038
Total future obligations	$	651,493	$	(104,735	)	$	25,938	$	572,696

* Includes various leases for warehouses, vehicles, and various equipment at our facility

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11. COMMITMENTS AND CONTINGENCIES

The Company is engaged in various legal actions, claims and proceedings arising in the normal course of business, including claims related to breach of contracts, products liabilities, intellectual property matters and employment-related matters resulting from the Company's business activities.

The Company's contingencies are subject to substantial uncertainties, including for each such contingency the following, among other factors: (i) the procedural status of the case; (ii) whether the case has or may be certified as a class action suit; (iii) the outcome of preliminary motions; (iv) the impact of discovery; (v) whether there are significant factual issues to be determined or resolved; (vi) whether the proceedings involve a large number of parties and/or parties and claims in multiple jurisdictions or jurisdictions in which the relevant laws are complex or unclear; (vii) the extent of potential damages, which are often unspecified or indeterminate; and (viii) the status of settlement discussions, if any, and the settlement posture of the parties. Consequently, except as otherwise noted below with regard to a particular matter, the Company cannot predict with any reasonable certainty the timing or outcome of the legal matters described below, and the Company is unable to estimate a possible loss or range of loss. If the Company ultimately is required to make a payment in connection with an adverse outcome in any of the matters discussed below, it is possible that it could have a material adverse effect on the Company's business, financial condition, results of operations or cash flows.

As a manufacturer and retailer of nutritional supplements and other consumer products that are ingested by consumers or applied to their bodies, the Company has been and is currently subjected to various product liability claims. Although the effects of these claims to date have not been material to the Company, it is possible that current and future product liability claims could have a material adverse effect on its business or financial condition, results of operations or cash flows. The Company currently maintains product liability insurance with a deductible/retention of $4.0 million per claim with an aggregate cap on retained loss of $10.0 million per policy year. The Company typically seeks and has obtained contractual indemnification from most parties that supply raw materials for its products or that manufacture or market products it sells. The Company also typically seeks to be added, and has been added, as an additional insured under most of such parties' insurance policies. However, any such indemnification or insurance is limited by its terms and any such indemnification, as a practical matter, is limited to the creditworthiness of the indemnifying party and its insurer, and the absence of significant defenses by the insurers. Consequently, the Company may incur material product liability claims, which could increase its costs and adversely affect its reputation, revenue and operating income.

During the year ended December 31, 2017, the Company recorded $4.4 million in net legal-related charges associated with the Holland and Barrett license litigation, E-Commerce pricing matters and an update to the Pennsylvania fluctuating workweek wage issue. During the year ended December 31, 2016, the Company recorded $ 5.1 million in legal-related charges associated with a Pennsylvania fluctuating workweek wage issue, the Jason Olive case and a government regulation matter. These amounts were individually immaterial and are explained below in more detail.

The Company entered into a settlement agreement with a third-party in December 2017 and recognized a gain, net of legal costs, the proceeds of which were received in the fourth quarter of 2017. The settlement represents estimated losses incurred as certain key aspects of the Company's media campaign around the One New GNC launch were not executed as planned. This gain was recorded as a reduction to marketing and legal expense within selling, general and administrative expense on the accompanying Consolidated Statement of Operations for the year ended December 31, 2017.

Litigation

DMAA / Aegeline Claims. Prior to December 2013, the Company sold products manufactured by third parties that contained derivatives from geranium known as 1.3-dimethylpentylamine/ dimethylamylamine/13-dimethylamylamine, or "DMAA," which were recalled from the Company's stores in November 2013, and/or Aegeline, a compound extracted from bael trees. As of December 31, 2017, the Company was named in 32 personal injury lawsuits involving products containing DMAA and/or Aegeline.

As a general matter, the proceedings associated with these personal injury cases, which generally seek indeterminate money damages, are in the early stages, and any losses that may arise from these matters are not probable or reasonably estimable at this time.

The Company is contractually entitled to indemnification by its third-party vendors with regard to these matters, although the Company’s ability to obtain full recovery in respect of any such claims against it is dependent upon the creditworthiness of the vendors and/or their insurance coverage and the absence of any significant defenses available to its insurer.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

California Wage and Break Claims. On February 29, 2012, former Senior Store Manager, Elizabeth Naranjo, individually and on behalf of all others similarly situated sued General Nutrition Corporation in the Superior Court of the State of California for the County of Alameda. The complaint contains eight causes of action, alleging, among other matters, meal, rest break, and overtime violations. As of December 31, 2017, an immaterial liability has been accrued in the accompanying financial statements. The Company intends to conduct further discovery and file a motion to decertify the class action prior to the trial, which is scheduled for July 2018.

Pennsylvania Fluctuating Workweek. On September 18, 2013, Tawny Chevalier and Andrew Hiller commenced a class action in the Court of Common Pleas of Allegheny County, Pennsylvania. Plaintiff asserted a claim against the Company for a purported violation of the Pennsylvania Minimum Wage Act (PMWA), challenging the Company's utilization of the "fluctuating workweek" method to calculate overtime compensation, on behalf of all employees who worked for the Company in Pennsylvania and who were paid according to the fluctuating workweek method. In October 2014, the Court entered an order holding that the use of the fluctuating workweek method violated the PMWA. In September 2016, the Court entered judgment in favor of Plaintiffs and the class in an immaterial amount, which has been recorded as a charge in the accompanying Consolidated Financial Statements. Plaintiffs subsequently filed a petition for an award of attorney's fees, costs and incentive payment. The court awarded an immaterial amount in legal fees. The Company appealed from the adverse judgment and the award of attorney's fees. On December 22, 2017, the Pennsylvania Superior Court held that the Company correctly determined the "regular rate" by dividing weekly compensation by all hours worked (rather than 40), but held that the regular rate must be multiplied by 1.5 (rather than 0.5) to determine the amount of overtime owed. Taking accumulated interest into account, the net result of the Superior Court's decision was to reduce the Company's liability by an immaterial amount, which has been reflected in the accompanying Consolidated Financial Statements. The Company filed a petition for appeal to the Pennsylvania Supreme Court on January 22, 2018.

Jason Olive v. General Nutrition Corp. In April 2012, Jason Olive filed a complaint in the Superior Court of California, County of Los Angeles, for misappropriation of likeness in which he alleges that the Company continued to use his image in stores after the expiration of the license to do so in violation of common law and California statutes. Mr. Olive is seeking compensatory, punitive and statutory damages and attorneys’ fees and costs. The trial in this matter began on July 20, 2016 and concluded on August 8, 2016. The jury awarded plaintiff immaterial amounts for actual damages and emotional distress damages, which are accrued in the accompanying Consolidated Financial Statements. The jury refused to award plaintiff any of the profits he sought to disgorge, or punitive damages. The court entered judgment in the case on October 14, 2016. In addition to the verdict, the Company and Mr. Olive sought attorneys' fees and other costs from the Court. The Court refused to award attorney's fees to either side but awarded plaintiff an immaterial amount for costs. Plaintiff has appealed the judgment, and separately, the order denying attorney's fees. The Company has cross-appealed the judgment and the Court's denial of attorney fees. The appeals are currently pending.

Oregon Attorney General. On October 22, 2015, the Attorney General for the State of Oregon sued GNC in Multnomah County Circuit Court for alleged violations of Oregon’s Unlawful Trade Practices Act, in connection with its sale in Oregon of certain third-party products. The Company is vigorously defending itself against these allegations. Along with its Amended Answer and Affirmative Defenses, the Company filed a counterclaim for declaratory relief, asking the court to make certain rulings in favor of the Company. USPlabs, LLC and SK Laboratories have been joined to the case as defendants to the Company's counterclaim but have yet to enter an appearance. In September 2017, SK Laboratories filed a motion to dismiss for lack of personal jurisdiction. USP Laboratories also filed a motion to dismiss for improper venue or in the alternative motion to stay the litigation pending the criminal trial of USPlabs. The Company is contesting both motions, which are pending. As any losses that may arise from this matter are not probable or reasonably estimable at this time, no liability has been accrued in the accompanying Consolidated Financial Statements. Moreover, the Company does not anticipate that any such losses are likely to have a material impact on the Company, its business or results of operations. The Company is contractually entitled to indemnification and defense by its third-party vendors. Ultimately, however, the Company's ability to obtain full recovery in respect of any such claims against it is dependent upon the creditworthiness of its vendors and/or their insurance coverage and the absence of any significant defenses available to their insurers.

Holland and Barrett License Litigation. On September 18, 2014, the Company's wholly-owned affiliate General Nutrition Investment Company ("GNIC") commenced proceedings in the UK High Court to determine if the license agreement from March 2003 between GNIC and Holland & Barrett International Ltd and Health and Diet Centers Ltd. (“Defendants”) was validly terminated. GNIC alleged that termination of the entire agreement was warranted due to several material breaches by Defendants, and that the agreement should be terminated related to five licensed GNC trademarks for lack of use for more than five years. On April 7, 2017, the Court issued its judgment that found that GNIC's notice of termination was invalid and while there were several breaches of the agreement, none were sufficiently material to justify termination. Under UK procedural rules, GNIC is required

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

to pay some portion of Defendant’s legal costs. As a result, the Company recorded a charge of $ 2.1 million in the first quarter of 2017 and subsequently reached an agreement with the Defendants in relation to costs. The Defendants appealed part of the Court's judgment concerning findings in relation to the licensed GNIC trademarks, and that appeal will be heard the UK's Court of Appeal in June 2018.

E-Commerce Pricing Matters . In April 2016, Jenna Kaskorkis, et al. filed a complaint against General Nutrition Centers, Inc. followed by similar cases brought forth by Ashley Gennock in May 2016 and Kenneth Harrison in December 2016. Plaintiffs allege that the Company's promotional pricing on its website was misleading and did not fairly represent promotions based on average retail prices over a trended period of time being consistent with prices advertised as promotional. The Company attended a mediation with counsel for all plaintiffs and has reached tentative agreement in the third quarter of 2017 on many of the key terms of a settlement. The matters have been effectively stayed while the parties remain in discussions. The Company currently expects any settlement to be in a form that does not require the recording of a contingent liability, except an immaterial amount the Company has accrued in the accompanying Consolidated Financial Statements.

Government Regulation

In November 2013, the Company received a subpoena from the U.S. Department of Justice ("DOJ") for information related to its investigation of a third party product vendor, USPlabs, LLC. The Company fully cooperated with the investigation of the vendor and the related products, all of which were discontinued in 2013. In December 2016, the Company reached agreement with the DOJ in connection with the Company's cooperation, which agreement acknowledges the Company relied on the representations and written guarantees of USPlabs and the Company's representation that it did not knowingly sell products not in compliance with the FDCA. Under the agreement, which includes an immaterial payment to the federal government, the Company will take a number of actions to broaden industry-wide knowledge of prohibited ingredients and improve compliance by vendors of third party products. These actions are in keeping with the leadership role the Company has taken in setting industry quality and compliance standards, and the Company's commitment over the course of the agreement ( 60 months ) to support a combination of its and the industry's initiatives. Some of these actions include maintaining and continuously updating a list of restricted ingredients that will be prohibited from inclusion in any products that are sold by the Company. Vendors selling products to the Company for the sale of such products by the Company will be required to warrant that the products sold do not contain any of these restricted ingredients. In addition, the Company will develop and maintain a list of ingredients that the Company believes comply with the applicable provisions of the FDCA.

Environmental Compliance

In March 2008, the South Carolina Department of Health and Environmental Control (the "DHEC") requested that the Company investigate contamination associated with historical activities at its South Carolina facility. These investigations have identified chlorinated solvent impacts in soils and groundwater that extend offsite from the facility. The Company entered into a Voluntary Cleanup Contract with the DHEC regarding the matter on September 24, 2012. Pursuant to such contract, the Company has completed additional investigations with the DHEC's approval. The Company installed and began operating a pilot vapor extraction system under a portion of the facility in the second half of 2016, which was an immaterial cost to the Company, with DHEC's approval to assess the effectiveness of such a remedial system. After an initial period of monitoring, in October of 2017, the DHEC approved a work plan for extended monitoring of such system and the contamination into 2021. The Company will continue to consult with the DHEC on the next steps in the work after their review of the results of the extended monitoring is complete. At this stage of the investigation, however, it is not possible to estimate the timing and extent of any additional remedial action that may be required, the ultimate cost of remediation, or the amount of the Company's potential liability. Therefore, no liability has been recorded in the Company's Consolidated Financial Statements.

In addition to the foregoing, the Company is subject to numerous federal, state, local and foreign environmental and health and safety laws and regulations governing its operations, including the handling, transportation and disposal of the Company's non-hazardous and hazardous substances and wastes, as well as emissions and discharges from its operations into the environment, including discharges to air, surface water and groundwater. Failure to comply with such laws and regulations could result in costs for remedial actions, penalties or the imposition of other liabilities. New laws, changes in existing laws or the interpretation thereof, or the development of new facts or changes in their processes could also cause the Company to incur additional capital and operating expenditures to maintain compliance with environmental laws and regulations and environmental permits. The Company is also subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment without regard to fault or knowledge about the condition or action causing the liability. Under certain of these laws and regulations, such liabilities can be imposed for cleanup of previously owned or operated properties, or for properties to which substances or wastes that were sent in connection with current or former operations at its facilities. The presence of contamination

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

from such substances or wastes could also adversely affect the Company's ability to sell or lease its properties, or to use them as collateral for financing. From time to time, the Company has incurred costs and obligations for correcting environmental and health and safety noncompliance matters and for remediation at or relating to certain of the Company's properties or properties at which the Company's waste has been disposed. However, compliance with the provisions of national, state and local environmental laws and regulations has not had a material effect upon the Company's capital expenditures, earnings, financial position, liquidity or competitive position. The Company believes it has complied with, and is currently complying with, its environmental obligations pursuant to environmental and health and safety laws and regulations and that any liabilities for noncompliance will not have a material adverse effect on its business, financial performance or cash flows. However, it is difficult to predict future liabilities and obligations, which could be material.

Commitments

In addition to operating leases obtained in the normal course of business, the Company maintains certain purchase commitments with various vendors to ensure its operational needs are fulfilled. As of December 31, 2017 , such future purchase commitments were $22.8 million . Other commitments related to the Company's business operations cover varying periods of time and are not significant. All of these commitments are expected to be fulfilled with no adverse consequences to the Company's operations or financial condition.

NOTE 12. STOCKHOLDERS' EQUITY

Treasury Stock

In August 2015, the Board approved a $ 500.0 million multi-year repurchase program in addition to the $ 500.0 million multi-year program approved in August 2014, bringing the aggregate share repurchase program to $ 1.0 billion of Holdings' common stock. Holdings repurchased $ 229.2 million and $479.8 million of common stock during 2016 and 2015, respectively. No shares were repurchased in 2017. As of December 31, 2017 , $ 197.8 million remains available for purchase under the program, which is not expected to be utilized in the future.

Preferred Stock

Holdings is authorized to issue up to 60.0 million shares of preferred stock, par value $0.001 per share. No shares of preferred stock were issued to date.

NOTE 13. EARNINGS PER SHARE

The following table represents the Company's basic and dilutive weighted average shares:



	Year ended December 31,
	2017	2016	2015
	(in thousands)
Basic weighted average shares	68,789	69,409	83,927
Effect of dilutive stock-based compensation awards	—	—	259
Diluted weighted averages shares	68,789	69,409	84,186

For the year ended December 31, 2017 and December 31, 2016, all 4.0 million and 1.5 million outstanding stock-based awards, respectively, were excluded from the computation of diluted EPS because the Company was in a net loss position and as a result, inclusion of the awards would have been anti-dilutive. For the year ended December 31, 2015, the following awards were not included in the computation of diluted EPS because the impact of applying the treasury stock method was antidilutive or because certain conditions have not been met with respect to the Company's performance-based awards.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Antidilutive:
Time-based	161
Contingently issuable:
Performance-based	139
Total stock-based awards	300

In connection with the exchange of the Company's Notes as described in Note 7, "Long-Term Debt / Interest Expense," the Company issued 14.6 million shares, which are included in basic and diluted earnings per share for the weighted average days they were outstanding in 2017. The remaining underlying convertible shares were anti-dilutive in all periods presented. The Company no longer has the intent to settle the principal portion of Notes in cash, and as such, will apply the if-converted method to calculate dilution in future periods with net income.

NOTE 14. STOCK-BASED COMPENSATION

Stock and Incentive Plans

The Company has outstanding stock-based compensation awards that were granted by the compensation committee of Holdings' Board of Directors (the "Compensation Committee") under the following two stock-based employee compensation plans:

• the GNC Holdings, Inc. 2015 Stock and Incentive Plan (the "2015 Stock Plan") amended and adopted in May 2015, formerly the GNC Holdings, Inc. 2011 Stock and Incentive Plan adopted in March 2011; and

• the GNC Acquisition Holdings Inc. 2007 Stock Incentive Plan adopted in March 2007 (as amended, the "2007 Stock Plan").

Both plans have provisions that allow for the granting of stock options, restricted stock and other stock-based awards and are available to eligible employees, directors, consultants or advisors as determined by the Compensation Committee. The Company will not grant any additional awards under the 2007 Stock Plan. Up to 11.5 million shares of common stock may be issued under the 2015 Stock Plan (subject to adjustment to reflect certain transactions and events specified in the 2015 Stock Plan for any award grant), of which 4.6 million shares remain available for issuance as of December 31, 2017.

Non-Plan Inducement Awards

On September 11, 2017, in connection with the appointment of the Company's new Chief Executive Officer, the Company made the following non-plan inducement awards:


•	"make-whole" restricted stock awards consisting of the following:


◦	$600,000 , which are 67,000 fully vested restricted shares with transfer restrictions that lapse on the earliest to occur of a Change in Control of the Company, the third anniversary of grant or death, disability or other separation from service for any reason;


◦	$950,000 , which are 106,000 restricted shares that vested on December 29, 2017; and


◦	$1,200,000 , which are 134,000 unvested restricted shares scheduled to vest in three equal installments on each of the first three anniversaries of grant subject to acceleration to cover any applicable income and payroll tax withholding resulting from the recognition of ordinary income pursuant to a Section 83(b) election ("Section 83(b) Tax Liability"); and


•	time-vested awards consisting of 212,000 restricted shares and 519,000 stock options in the amount of $1,900,000 each, which are scheduled to vest in three equal installments on each of the first three anniversaries of grant.

The Company recognized $2.6 million in stock-based compensation in 2017, primarily relating to the make-whole awards, which includes the impact of acceleration of vesting associated with the Section 83(b) Tax Liability that together with executive recruitment and other expenses resulted in $3.3 million of charges for the year ended December 31, 2017 recorded within SG&A expense on the accompanying Consolidated Statement of Operations.

Stock-Based Compensation Activity

The following table sets forth a summary of all stock-based compensation awards outstanding under all plans:



	December 31, 2017	December 31, 2016
Time-based stock options	2,605,167	913,960
Time-based restricted stock awards	1,039,380	312,245
Performance-based restricted stock awards	—	101,384
Performance-based restricted stock awards with a market condition	367,150	165,635
Total share awards outstanding	4,011,697	1,493,224

The Company recognized $ 8.4 million , $ 8.8 million and $ 6.3 million of total non-cash stock-based compensation expense for the years ended December 31, 2017 , 2016 and 2015 , respectively. At December 31, 2017 , there was $16.7 million of total unrecognized compensation cost related to non-vested stock-based compensation, net of expected forfeitures, for all awards previously made that are expected to be recognized over a weighted-average period of 1.7 years.

In 2017, there were no stock options exercised. Cash received from the exercise of options was $0.4 million and $1.7 million in 2016 and 2015 , respectively, which was recorded as additional paid-in capital on the accompanying Consolidated Balance Sheets and presented as a cash inflow from financing activities on the accompanying Consolidated Statements of Cash Flows.

On July 28, 2016, the Company announced the departure from the Company and resignation from the Board of Michael G. Archbold, its former Chief Executive Officer. During the year ended December 31, 2016 in connection with Mr. Archbold's departure, the company recognized $ 4.5 million in severance expense of which $ 2.3 million relates to the acceleration of non-cash stock-based compensation.

Stock Options

Time-based stock options were granted using the Black-Scholes model with exercise prices at the Company's stock price on the date of grant which typically vest at 25% per year over a four -year period except for the non-plan inducement awards as explained above. The following table sets forth a summary of stock options under all plans.



	Total Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2016	913,960		$	26.53		$	71
Granted	2,298,093		$	8.53
Exercised	—		$	—		$	—
Forfeited and expired	(606,886	)	$	21.60
Outstanding at December 31, 2017	2,605,167		$	11.84	8.3	$	—

Exercisable at December 31, 2017	374,294		$	22.17	2.8	$	—

During the years ended December 31, 2016 and 2015, the total intrinsic value of options exercised was $ 0.3 million , and $2.0 million , respectively. The assumptions used in the Company's Black Scholes valuation were as follows:



	Year ended December 31,
	2017	2016	2015
Dividend yield	0%	2.3% - 3.8%	1.5% - 2.4%
Expected term	6 - 6.3 years	6.3 years	6.3 years
Volatility	38.2% - 40.8%	30.1% - 30.7%	31.1% - 38.3%
Risk free rate	1.8% - 2.1%	1.3% - 1.9%	1.3% - 1.9%

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The option term has been estimated by considering both the vesting period and the contractual term. Volatility was estimated giving consideration to a peer group and the Company's own volatility. The Black Scholes valuation resulted in a weighted average grant date fair value in 2017, 2016 and 2015 of $ 3.50 , $ 6.23 and $ 15.64 , respectively.

Restricted Stock Awards

Under the 2015 Stock Plan, the Company granted time-based and performance-based restricted stock and restricted stock units as well as, performance restricted shares with a market condition. Time-based awards vest over a period of three years . Performance-based awards vest after a period of three years and the achievement of performance targets; based on the extent to which the targets are achieved, vested shares may range from 0% to 200% of the original share amount. Performance restricted shares with a market condition vest after a period of three years and the achievement of total shareholder return compared with that of a selected group of peer companies. Total shareholder return is defined as share price appreciation plus the value of dividends paid during the three year vesting period. Vested shares may range from 0% to 200% of the original target.

Key assumptions used in the Monte Carlo simulation for the performance restricted shares with a market condition granted during the year ended December 31, 2017 includes a volatility of 34.6% for the applicable peer group and a risk-free rate of 1.46% . Key assumptions used in the Monte Carlo simulation for awards granted in 2016 include peer group volatility of 34.2% and a risk-free rate of 0.89% .

The following table sets forth a summary of restricted stock awards granted under all plans:



	Time-Based				Performance-Based				Performance Restricted Shares with a Market Condition
	Shares		Wtd Avg Grant Date Fair Value		Shares		Wtd Avg Grant Date Fair Value		Shares		Wtd Avg Grant Date Fair Value
Outstanding at December 31, 2016	312,245		$	30.81	101,384		$	48.99	165,635		$	34.28
Granted	1,294,315		$	8.19	—		$	—	365,292		$	8.03
Vested	(388,418	)	$	18.05	—		$	—	—		$	—
Forfeited	(178,762	)	$	15.71	(101,384	)	$	48.99	(163,777	)	$	18.02
Outstanding at December 31, 2017	1,039,380		$	10.01	—		$	48.99	367,150		$	15.42

The total intrinsic value of time-based restricted stock awards vested was $ 3.0 million, $ 3.1 million and $ 2.4 million for the years ended December 31, 2017, 2016 and 2015, respectively. The total intrinsic value of time-based restricted stock awards outstanding at December 31, 2017 was $ 3.8 million . The total intrinsic value of performance restricted shares with a market condition outstanding at December 31, 2017 assuming vesting at 100% was $ 1.4 million . The weighted average grant date fair value of time-based and performance-based stock awards granted was $ 45.95 and $ 47.86 in 2015, respectively.

NOTE 15. RETIREMENT PLANS

The Company sponsors a 401(k) defined contribution savings plan covering substantially all employees who have attained age 21. Full time employees who have completed 30 days of service and part time employees who have completed 1,000 hours of service are eligible to participate in the plan. The plan provides for employee contributions of 1% to 80% of individual compensation into deferred savings, subject to IRS limitations. The plan provides for Company contributions upon the employee meeting the eligibility requirements. The Company match consists of both a fixed and a discretionary match. The fixed match is 50% on the first 3% of employee contributions and the discretionary match could be up to an additional 50% match on the 3% deferral. A discretionary match can be approved at any time by the Company.

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GNC HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

An employee becomes vested in the Company match portion as follows:



Years of Service	Percent Vested
0-1	0	%
1-2	33	%
2-3	66	%
3+	100	%

The Company made cash contributions to the 401(k) plan of $2.1 million , $1.9 million and $1.5 million for the years ended December 31, 2017 , 2016 and 2015 , respectively.

The Company has a Non-qualified Deferred Compensation Plan that provides benefits payable to certain eligible employees upon scheduled in-service distribution, termination, or retirement. This plan allows participants the opportunity to defer pretax amounts ranging from 2% to 80% of their base compensation and up to 100% of bonuses. During 2017, 2016 and 2015, the Company elected to match a percentage of the contributions from employees. For each of the years ended December 31, 2017, 2016 and 2015 this contribution was $0.3 million .

NOTE 16. SEGMENTS

The Company's organizational structure and the financial reporting utilized by the Company's chief operating decision maker (its chief executive officer) to assess performance and allocate resources changed effective in the second quarter of 2016, which resulted in a change in the Company's reportable segments.

The Company aggregates its operating segments into three reportable segments, which include U.S. and Canada, International and Manufacturing / Wholesale. Warehousing and distribution costs have been allocated to each reportable segment based on estimated utilization and benefit. The Company's chief operating decision maker evaluates segment operating results based primarily on performance indicators, including revenue and operating income. Operating income of each reportable segment excludes certain items that are managed at the consolidated level, such as corporate costs. The Manufacturing / Wholesale segment manufactures and sells product to the U.S. and Canada and International segments at cost with a markup, which is eliminated at consolidation. In connection with the asset sales of Lucky Vitamin and Discount Supplements as described in Note 5, "Goodwill and Intangible Assets," their results are now included within Other for applicable prior periods to ensure comparability.

The following table presents key financial information for each of the Company's reportable segments. The company recorded $457.8 million and $476.6 million in long-lived asset impairments in the years ended December 31, 2017 and 2016, respectively, which significantly impacted the U.S. and Canada segment by $412.5 million and $386.0 million , and the Manufacturing / Wholesale segment by $ 24.3 million and $90.5 million . Refer to Note 5, "Goodwill and Intangible Assets" and Note 6, "Property, Plant and Equipment, Net" for more information.



	Year ended December 31,
	2017			2016			2015
	(in thousands)
Revenue:
U.S. and Canada	$	1,993,444		$	2,058,011		$	2,168,005
International	177,359			160,691			183,007
Manufacturing / Wholesale
Intersegment revenues	231,495			218,761			267,377
Third party	216,053			235,678			235,680
Subtotal Manufacturing / Wholesale	447,548			454,439			503,057
Total reportable segment revenues	2,618,351			2,673,141			2,854,069
Other	66,182			85,636			96,606
Elimination of intersegment revenues	(231,495		)	(218,761		)	(267,377		)
Total revenue	$	2,453,038		$	2,540,016		$	2,683,298
Operating (loss) income:
U.S. and Canada	$	(246,097	)	$	(104,943	)	$	379,320
International	60,568			55,404			64,486
Manufacturing / Wholesale	47,990			(19,961		)	86,172
Total reportable segment operating (loss) income	(137,539		)	(69,500		)	529,978
Unallocated corporate and other costs
Corporate costs	(102,114		)	(103,362		)	(98,340		)
Other	(20,760		)	(85		)	(38,531		)
Unallocated corporate costs and other	(122,874		)	(103,447		)	(136,871		)
Total operating (loss) income	(260,413		)	(172,947		)	393,107
Interest expense, net	64,221			60,443			50,936
Gain on convertible debt and debt refinancing costs	(10,996		)	—			—
(Loss) income before income taxes	$	(313,638	)	$	(233,390	)	$	342,171

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GNC HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)



	Year ended December 31,
	2017		2016		2015
Depreciation and amortization:	(in thousands)
U.S. and Canada	$	35,571	$	37,979	$	33,936
International	2,455		2,475		2,524
Manufacturing / Wholesale	10,238		10,793		10,823
Corporate and other	8,545		8,791		9,954
Total depreciation and amortization	$	56,809	$	60,038	$	57,237
Capital expenditures:
U.S. and Canada	$	20,614	$	40,417	$	27,545
International	277		518		716
Manufacturing / Wholesale	2,862		7,467		5,655
Corporate and Other	8,370		11,177		11,911
Total capital expenditures	$	32,123	$	59,579	$	45,827
Total revenues by geographic areas:
United States	$	2,305,375	$	2,402,649	$	2,522,774
Foreign	147,663		137,367		160,524
Total revenues	$	2,453,038	$	2,540,016	$	2,683,298



	As of December 31
	2017		2016
Total assets:	(in thousands)
U.S. and Canada	$	916,263	$	1,452,482
International	202,624		196,057
Manufacturing / Wholesale	302,772		338,108
Corporate and other	94,902		69,195
Total assets	$	1,516,561	$	2,055,842
Property, plant, and equipment, net:
United States	$	181,118	$	223,107
Foreign	5,444		9,185
Total property, plant and equipment, net	$	186,562	$	232,292

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GNC HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

U.S. and Canada Revenue

The following is a summary of revenue in the U.S. and Canada segment:



	Year ended December 31,
	2017		2016		2015
U.S. company-owned product sales:	(in thousands)
Protein	$	338,773	$	369,150	$	389,917
Performance supplements	281,532		254,753		246,662
Weight management	140,148		154,195		165,114
Vitamins	203,569		218,908		271,099
Herbs / Greens	66,324		63,356		70,924
Wellness	196,942		200,914		211,377
Health / Beauty	190,977		164,510		149,520
Food / Drink	94,390		105,134		124,865
General merchandise	28,931		28,786		27,384
Total U.S. company-owned product sales	$	1,541,586	$	1,559,706	$	1,656,862
Wholesale sales to franchisees	242,521		250,779		257,497
Royalties and franchise fees	33,149		34,469		35,350
Sublease income	48,972		47,555		44,086
Gold Card revenue recognized in U.S. ⁽¹⁾	24,399		62,211		59,247
Other ⁽²⁾	102,817		103,291		114,963
Total U.S. and Canada revenue	$	1,993,444	$	2,058,011	$	2,168,005


(1)	Gold Card was discontinued in December 2017 in connection with the launch of the One New GNC . Refer to Note 2, "Basis of Presentation and Summary of Significant Accounting Policies," for more information.


(2)	Includes revenue primarily related to Canada operations.

International Revenue

The following is a summary of the Company's revenue in the International reportable segment:



	Year ended December 31,
	2017		2016		2015
	(in thousands)
Wholesale sales to franchisees	$	104,384	$	104,405	$	130,719
Royalties and franchise fees	26,190		25,485		29,085
Other ^(*)	46,785		30,801		23,203
Total International revenue	$	177,359	$	160,691	$	183,007

(*) Includes revenue primarily related to China operations and The Health Store.

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GNC HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Manufacturing / Wholesale Revenue

The following is a summary of the Company's revenue in the Manufacturing / Wholesale reportable segment:



	Year ended December 31,
	2017		2016		2015
	(in thousands)
Third-party contract manufacturing	$	127,883	$	134,542	$	118,852
Intersegment sales	231,495		218,761		267,378
Wholesale partner sales	88,170		101,136		116,827
Total Manufacturing / Wholesale revenue	$	447,548	$	454,439	$	503,057

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GNC HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 17. QUARTERLY FINANCIAL INFORMATION

The results of operations for the three months ended December 31, 2017 were impacted significantly by long-lived asset impairment charges of $434.6 million , consisting of $395.6 million related to the brand name, $24.3 million related to goodwill and $14.7 million related to property, plant and equipment, a convertible debt exchange and other debt refinancing costs which resulted in a gain of $11.0 , and the enacted tax reform legislation resulting in an income tax benefit of $90.5 million related to the remeasurement of the Company's net deferred tax assets and liabilities. The results of operations, during three months ended June 30, 2017, includes long-lived asset impairment charges of $19.4 million related to Lucky Vitamin, the assets of which were sold on September 30, 2017. The results of operations for the three months ended December 31, 2016 were impacted significant by long-lived asset impairment charges of $473.5 million , consisting of $471.1 million related to goodwill and $2.4 million related to property, plant and equipment. For more information on these items, refer to Note 4, "Income Taxes," Note 5, "Goodwill and Intangible Assets" and Note 7, "Long-Term Debt / Interest Expense."

The following table summarizes the Company's 2017 and 2016 quarterly results:



	Three months ended (unaudited)									Year ended
	March 31,		June 30,		September 30,		December 31,			December 31,
	2017		2017		2017		2017			2017
	(In thousands, except per share amounts)
Total revenue	$	644,838	$	640,994	$	609,469	$	557,737		$	2,453,038
Gross profit	212,971		212,723		196,806		177,547			800,047
Operating income (loss)	53,553		39,820		40,445		(394,231		)	(260,413		)
Net income (loss)	23,850		15,661		21,463		(209,825		)	(148,851		)
Weighted average shares outstanding:
Basic	68,246		68,287		68,354		70,251			68,789
Diluted	68,300		68,362		68,569		70,251			68,789
Earnings per share:
Basic ⁽¹⁾	$	0.35	$	0.23	$	0.31	$	(2.99	)	$	(2.16	)
Diluted ⁽¹⁾	$	0.35	$	0.23	$	0.31	$	(2.99	)	$	(2.16	)



	Three months ended (unaudited)									Year ended
	March 31,		June 30,		September 30,		December 31,			December 31,
	2016		2016		2016		2016			2016
	(In thousands, except per share amounts)
Total revenue	$	668,905	$	673,218	$	627,964	$	569,929		$	2,540,016
Gross profit	235,845		238,698		215,408		170,168			860,119
Operating income (loss)	94,065		116,224		64,893		(448,129		)	(172,947		)
Net income (loss)	50,815		64,028		32,354		(433,447		)	(286,250		)
Weighted average shares outstanding:
Basic	73,078		68,176		68,190		68,219			69,409
Diluted	73,373		68,303		68,315		68,219			69,409
Earnings per share:
Basic ⁽¹⁾	$	0.70	$	0.94	$	0.47	$	(6.35	)	$	(4.12	)
Diluted ⁽¹⁾	$	0.69	$	0.94	$	0.47	$	(6.35	)	$	(4.12	)

(1) Quarterly results for earnings per share may not add to full year results due to rounding.

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GNC HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 18. SUBSEQUENT EVENTS

On February 13, 2018, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Harbin Pharmaceutical Group Holdings Co., Ltd. (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor, 299,950 shares of a newly created series of convertible perpetual preferred stock of the Company, designated as “Series A Convertible Preferred Stock” (the “Convertible Preferred Stock”), for a purchase price of $1,000 per share, or an aggregate of approximately $300 million . The Convertible Preferred Stock is convertible into shares of the common stock of the Company (the “Common Stock”) at an initial conversion price of $5.35 per share, subject to customary antidilution adjustments. The closing of the issuance and sale of the shares of Convertible Preferred Stock pursuant to the Securities Purchase Agreement is subject to receipt of regulatory approvals necessary to complete the transaction in the United States and China, approval of the Company’s stockholders and other customary closing conditions.

In addition, the Securities Purchase Agreement provides for the parties to use their respective reasonable best efforts to negotiate in good faith definitive documentation with respect to a commercial joint venture in China pursuant to which, among other things, the joint venture would be granted an exclusive right to use our trademarks and manufacture and distribute our products in China (excluding Hong Kong, Taiwan and Macau). The joint venture would be controlled 65% by the Investor and 35% by the Company.

On February 28, 2018, the Company amended its Senior Credit Facility, which consisted of an extension of the maturity date for $704.3 million of the $1,131.2 million Term Loan Facility from March 2019 to March 2021. However, if more than $50.0 million of the Company's Notes have not been repaid, discharged, prepaid, refinanced or converted prior to such date (“Existing Indenture Discharge”), the maturity date becomes May 2020. The amendment (the “Amendment”) also includes:


•	the termination of the Revolving Credit Facility, which was replaced with a new $100 million asset-based Revolving Credit Facility with a maturity date of August 2022 (which maturity date will become May 2020 if the Existing Indenture Discharge has not occurred); and


•	a $275.0 million asset-based Term Loan Facility advanced on a “first-in, last-out” basis with a maturity date of December 2022 (which maturity date will become May 2020 if the Existing Indenture Discharge has not occurred).

After the effectiveness of the Amendment, the Company will owe $151.9 million on the Term Loan Facility with a maturity date of March 2019. The Amendment requires annual aggregate principal payments of at least $43 million related to the $704.3 million of the Term Loan Facility with a maturity of March 2021. There are no scheduled amortization payments associated with the $275.0 million asset-based Term Loan Facility, and payments associated with the $151.9 million Term Loan Facility are consistent with past terms.

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

Item 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act has been appropriately recorded, processed, summarized and reported on a timely basis and are effective in ensuring that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our CEO and CFO have concluded that, as of December 31, 2017 , our disclosure controls and procedures are effective at the reasonable assurance level.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Our management, with the participation of our CEO and CFO, has assessed the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this assessment, our management has concluded that, as of December 31, 2017 , our internal control over financial reporting was effective based on that framework.

Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2017 , as stated in their report, which is included in Item 8, "Financial Statements and Supplementary Data" of this Annual Report.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal controls over financial reporting that occurred during the last fiscal quarter, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. OTHER INFORMATION.

None.

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PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information with respect to this Item will be included in our definitive Proxy Statement to be filed with respect to our 2018 Annual Meeting to be held on May 22, 2018, which is incorporated herein by reference, under the captions "Election of Directors," "Executive Officers," "Other Board Information," and "Section 16(a) Beneficial Ownership Reporting Compliance."

Item 11. EXECUTIVE COMPENSATION

Information with respect to this Item will be included in our definitive Proxy Statement to be filed with respect to our 2018 Annual Meeting to be held on May 22, 2018, which is incorporated herein by reference, under the captions "Other Board Information", "Director Compensation," "Named Executive Officer Compensation" and "Compensation Discussion and Analysis;" provided, however, that the subsection entitled "Compensation Discussion and Analysis—Compensation Committee Report" shall be deemed to be furnished hereunder, but shall not be deemed to be incorporated by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plans

The following table sets forth information regarding outstanding stock options and shares remaining available for future issuance under our equity compensation plans as of December 31, 2017 :



Plan Category	Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans
Equity compensation plans approved by security holders ⁽¹⁾
2007 Stock Plan	107,220	$	12.17	—
2015 Stock Plan	1,978,821	$	12.51	4,627,292	⁽²⁾⁽³⁾
Subtotal	2,086,041	$	12.50	4,627,292
Equity compensation plans not approved by security holders ⁽⁴⁾	519,126	$	8.95	—
Total	2,605,167	$	11.79	4,627,292

(1) Effective May 21, 2015, our GNC Holdings, Inc. 2011 Stock and Incentive Plan was amended and restated as the GNC Holdings, Inc. 2015 Stock and Incentive Plan (the “2015 Stock Plan”). The GNC Holdings, Inc. 2007 Stock Incentive Plan (the “2007 Stock Plan”) and the 2015 Stock Plan are the only equity compensation plans that we have adopted, and each of the 2007 Stock Plan and 2015 Stock Plan has been approved by our stockholders.

(2) Excludes 1,978,821 outstanding stock options as set forth in the first column, 96,969 shares of outstanding time vested restricted stock, zero shares of performance vesting restricted stock, 660,596 shares of outstanding time vesting restricted stock units and 367,150 of market vesting restricted stock units.

(3) Up to 11,500,000 shares of our common stock may be issued under the 2015 Stock Plan (subject to adjustment to reflect certain transactions and events specified in the 2015 Stock Plan for any award grant). If any award granted under the 2015 Stock Plan expires, terminates or is canceled without having been exercised in full, the number of shares underlying such unexercised award will again become available for issuance under the 2015 Stock Plan. The total number of shares of our common stock available for awards under the 2015 Stock Plan will be reduced by (i) the total number of stock options or stock appreciation rights exercised, regardless of whether any of the shares of our common stock underlying such awards are not actually issued to the participant as the result of a net settlement and (ii) any shares of our common stock used to pay any exercise price or tax withholding obligation. In addition, the number of shares of our common stock that are subject to restricted stock, performance shares or other stock-based awards that are not subject to the appreciation of the value of a share of our common stock ("Full Share Awards") is limited by counting shares granted pursuant to such Full Share Awards against the aggregate share reserve as 1.8 shares for every share granted. If any stock option, stock appreciation right or other stock-based award that is not a Full Share Award is canceled, expires or terminates unexercised for any reason, the shares covered by such awards will again be available for issuance under the 2015 Stock

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Plan. If any shares of our common stock that are subject to Full Share Awards are forfeited for any reason, 1.8 shares of our common stock will again be available for issuance under the 2015 Stock Plan.

(4) The Company's non-shareholder approved plan is the inducement exception plan pursuant to NYSE rules for awards granted to Kenneth A. Martindale pursuant to his employment agreement ("Inducement Exception Awards"), under which no further grants may be made. The Inducement Exception Awards were made pursuant to the inducement award exception under the NYSE rules to induce an executive officer to join the Company. These awards were granted to Kenneth A. Martindale pursuant to his employment agreement and were made in order to attract and retain an executive of his unique caliber and experience. Refer to Item 8, "Financial Statements and Supplementary Data," Note 14, "Stock-Based Compensation" for details of the non-plan inducement awards.

Additional information with respect to this Item will be included in our definitive Proxy Statement to be filed with respect to our 2018 Annual Meeting to be held on May 22, 2018, which is incorporated herein by reference, under the caption "Security Ownership of Certain Beneficial Owners and Management."

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

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PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.


(a)	Documents filed as part of this Annual Report:


(1)	Financial statements filed in Part II, Item 8 of this Annual Report:


•	Report of Independent Registered Public Accounting Firm


•	Consolidated Balance Sheets

As of December 31, 2017 and December 31, 2016


•	Consolidated Statements of Operations

For the years ended December 31, 2017 , 2016 and 2015


•	Consolidated Statements of Comprehensive (Loss) Income

For the years ended December 31, 2017 , 2016 and 2015


•	Consolidated Statements of Stockholders' (Deficit) Equity

For the years ended December 31, 2017 , 2016 and 2015


•	Consolidated Statements of Cash Flows

For the years ended December 31, 2017 , 2016 and 2015


•	Notes to Consolidated Financial Statements

100

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(2)	Financial statement schedules:

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF GNC HOLDINGS, INC.

GNC HOLDINGS, INC.

(Parent Company Only)

Balance Sheets

(in thousands)



	December 31,
	2017			2016
Current assets:
Cash and cash equivalents	$	20		$	—
Prepaids and other current assets	9,743			191
Total current assets	9,763			191
Long-term assets:
Intercompany receivable	164,300			164,300
Investment in subsidiaries	(7,691		)	149,933
Total long-term assets	156,609			314,233
Total assets	$	166,372		$	314,424
Current liabilities:
Intercompany payable	4,055			404
Deferred revenue and other current liabilities	1,143			2,274
Total current liabilities	5,198			2,678
Long-term liabilities:
Deferred tax liabilities	5,742			12,550
Convertible senior notes	167,898			245,273
Intercompany loan	149,528			148,970
Total long term liabilities	323,168			406,793
Total liabilities	328,366			409,471
Stockholders' deficit:
Class A common stock	130			114
Additional paid-in capital	1,001,315			922,687
Retained earnings	567,741			716,198
Treasury stock, at cost	(1,725,349		)	(1,725,349		)
Accumulated other comprehensive loss	(5,831		)	(8,697		)
Total stockholders' deficit	(161,994		)	(95,047		)
Total liabilities and stockholders' deficit	$	166,372		$	314,424

See the accompanying note to the condensed parent-only financial statements.

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SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF GNC HOLDINGS, INC.

GNC HOLDINGS, INC.

(Parent Company Only)

Statements of Operations and Comprehensive (Loss) Income

(in thousands, except per share data)



	Year ended December 31,
	2017			2016			2015
Selling, general and administrative	$	1,238		$	1,543		$	1,645
Subsidiary loss (income)	161,463			279,192			(223,090		)
Operating (loss) income	(162,701		)	(280,735		)	221,445
Interest expense, net	10,399			9,643			4,241
Gains on convertible debt	(15,041		)	—			—
(Loss) income before income taxes	(158,059		)	(290,378		)	217,204
Income tax benefit	(9,208		)	(4,128		)	(2,095		)
Net (loss) income	$	(148,851	)	$	(286,250	)	$	219,299

Other comprehensive (loss) income:
Foreign currency translation gain (loss)	$	2,866		$	952		$	(7,439	)
Release of cumulative translation loss to earnings related to substantial liquidation of Discount Supplements	—			—			1,619
Other comprehensive income (loss)	2,866			952			(5,820		)
Comprehensive (loss) income	$	(145,985	)	$	(285,298	)	$	213,479

(Loss) Earnings per share:
Basic	$	(2.16	)	$	(4.12	)	$	2.61
Diluted	$	(2.16	)	$	(4.12	)	$	2.60
Weighted average common shares outstanding:
Basic	68,789			69,409			83,927
Diluted	68,789			69,409			84,186
Dividends declared per share	$	—		$	0.80		$	0.72

See the accompanying note to the condensed parent-only financial statements.

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SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF GNC HOLDINGS, INC.

GNC HOLDINGS, INC.

(Parent Company Only)

Statements of Cash Flows

(in thousands)



	Year ended December 31,
	2017			2016			2015
Cash flows from operating activities:
Net (loss) income	$	(148,851	)	$	(286,250	)	$	219,299
Deficit (equity) in loss (income) of subsidiaries	161,463			279,192			(223,090		)
Dividends received	—			283,280			422,355
Other operating activities	(12,339		)	10,895			4,738
Net cash provided by operating activities	273			287,117			423,302
Cash flows from financing activities:
Loan to a subsidiary	—			—			(164,300		)
Proceeds from issuance of convertible notes	—			—			287,500
Debt issuance costs on convertible senior notes	—			(1,797		)	(8,225		)
Proceeds from exercise of stock options	—			353			1,744
Minimum tax withholding requirements	(253		)	(1,169		)	(574		)
Repurchase of treasury stock	—			(229,169		)	(479,799		)
Dividend payment	—			(55,336		)	(59,648		)
Net cash used in financing activities	(253		)	(287,118		)	(423,302		)
Net increase (decrease) in cash and cash equivalents	20			(1		)	—
Beginning balance, cash and cash equivalents	—			1			1
Ending balance, cash and cash equivalents	$	20		$	—		$	1

See the accompanying note to the condensed parent-only financial statements.

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GNC HOLDINGS, INC.

SCHEDULE I—NOTES TO THE CONDENSED FINANCIAL STATEMENTS (PARENT ONLY)

NOTE 1. BACKGROUND

These condensed parent company financial statements should be read in conjunction with the Consolidated Financial Statements of GNC Holdings, Inc. and subsidiaries. The Senior Credit Facility of General Nutrition Centers, Inc. ("Centers"), a wholly owned subsidiary of GNC Holdings, Inc., contains customary covenants, including incurrence covenants and certain other limitations on the ability of GNC Corporation, Centers, and Centers' subsidiaries to, among other things, make optional payments in respect of other debt instruments, pay dividends or other payments on capital stock, and enter into arrangements that restrict their ability to pay dividends or grant liens.

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SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

GNC Holdings, Inc. and Subsidiaries

Valuation and Qualifying Accounts

(in thousands)



	Balance at Beginning of Period		Charged to Costs and Expenses		Deductions			Balance at End of Period
2015
Allowance for doubtful accounts	$	6,192	$	2,679	$	(4,744	)	$	4,127
Reserve for sales returns	4,949		67,283		(67,385		)	4,847
Tax valuation allowances	14,653		2,266		—			16,919
2016
Allowance for doubtful accounts	$	4,127	$	6,231	$	(5,747	)	$	4,611
Reserve for sales returns	4,847		66,246		(67,723		)	3,370
Tax valuation allowances	16,919		4,405		—			21,324
2017
Allowance for doubtful accounts	$	4,611	$	3,109	$	(3,806	)	$	3,914
Reserve for sales returns	3,370		57,356		(57,627		)	3,099
Tax valuation allowances	21,324		—		(3,845		)	17,479

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(1)	Exhibits:

Listed below are all exhibits filed as part of this Annual Report. Certain exhibits are incorporated by reference from statements and reports previously filed by Holdings or Centers with the SEC pursuant to Rule 12b-32 under the Exchange Act:



3.1	Amended and Restated Certificate of Incorporation of Holdings, as currently in effect. (Incorporated by reference to Exhibit 3.1 to Holdings' Quarterly Report on Form 10-Q (File No. 001-35113), filed August 1, 2013.)

3.2	Fifth Amended and Restated Bylaws of Holdings, as currently in effect. (Incorporated by reference to Exhibit 3.1 to Holdings' Current Report on Form 8-K (File No. 001-35113), filed October 23, 2012.)

4.8	Specimen of Class A Common Stock Certificate. (Incorporated by reference to Exhibit 4.8 to Holdings' Pre-Effective Amendment No. 3 to its Registration Statement on Form S-1 (File No. 333-169618), filed February 25, 2011.)

4.9	Indenture, dated as of August 10, 2015, by and among Holdings, the Subsidiary Guarantors party thereto and Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 10.1 to Holdings’ Quarterly Report on Form 10-Q (File No. 001-35113) filed July 28, 2016).

10.1	Lease Agreement, dated as of November 1, 1998, between Greenville County, South Carolina and General Nutrition Products, Inc. (Incorporated by reference to Exhibit 10.34 to Holdings' Pre-Effective Amendment No. 2 to its Registration Statement on Form S-1 (File No. 333-169618), filed February 10, 2011.)

10.2	GNC Live Well Later Non-Qualified Deferred Compensation Plan, effective February 1, 2002. (Incorporated by reference to Exhibit 10.14 to Centers' Registration Statement on Form S-4 (File No. 333-114502), filed April 15, 2004.)

10.3	Deferred Compensation Plan for Centers, effective January 1, 2009. (Incorporated by reference to Exhibit 10.32 to Centers' Annual Report on Form 10-K (File No. 333-114396), filed February 25, 2011.)

10.4	GNC Acquisition Holdings Inc. 2007 Stock Incentive Plan, adopted as of March 16, 2007. (Incorporated by reference to Exhibit 10.12 to Centers' Pre-Effective Amendment No. 1 to its Registration Statement on Form S-4 (File No. 333-144396), filed August 10, 2007.)**

10.5	Amendment No. 1 to the GNC Acquisition Holdings Inc. 2007 Stock Incentive Plan, dated as of February 12, 2008. (Incorporated by reference to Exhibit 10.11 to Centers' Annual Report on Form 10-K (File No. 333-144396), filed March 14, 2008.) **

10.6	Form of Non-Qualified Stock Option Agreement Pursuant to the GNC Acquisition Holdings Inc. 2007 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.13 to Centers' Pre-Effective Amendment No. 1 to its Registration Statement on Form S-4 (File No. 333-144396), filed August 10, 2007.) **

10.7	GNC Holdings, Inc. 2011 Stock and Incentive Plan (Incorporated by reference to Exhibit 10.1 to Holdings' Registration Statement on Form S-8 (File No. 333-173578), filed April 18, 2011.) **

10.8	Form of Non-Qualified Stock Option Agreement pursuant to the GNC Holdings, Inc. 2011 Stock and Incentive Plan. (Incorporated by reference to Exhibit 10.33 to Holdings Pre-Effective Amendment No. 5 to its Registration Statement on Form S-1 (File No. 333-169618), filed March 11, 2011.) **

10.9	Form of Restricted Stock Agreement pursuant to the GNC Holdings, Inc. 2011 Stock and Incentive Plan. (Incorporated by reference to Exhibit 10.34 to Holdings' Registration Statement on Form S-1 (File No. 333-176721), filed September 7, 2011.) **

10.10	Form of Restricted Stock Unit Agreement pursuant to the GNC Holdings, Inc. 2011 Stock and Incentive Plan (Incorporated by reference to Exhibit 10.1 to Holdings' Current Report on Form 8-K (File No. 001-35113), filed October 23, 2012.)**

10.11	Form of Performance-Vested Restricted Stock Unit Agreement pursuant to the GNC Holdings, Inc. 2011 Stock and Incentive Plan ,(Incorporated by reference to Exhibit 10.10.3 to Holdings' Annual Report on Form 10-K. (File No. 001-35113), filed February 26, 2013.)*

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10.12	GNC Holdings, Inc. 2015 Stock and Incentive Plan (Incorporated by reference to Appendix A to Holdings' Schedule 14A Definitive Proxy Statement (File No. 001-35113), filed April 12, 2015**

10.13	Form of Non-Qualified Stock Option Agreement pursuant to the GNC Holdings, Inc. 2015 Stock and Incentive Plan. (Incorporated by reference to Exhbit 10.13 to Holdings' Annual Report on Form 10-K (File No. 001-35113), filed February 16, 2017.)**

10.14	Form of Restricted Stock Agreement pursuant to the GNC Holdings, Inc. 2015 Stock and Incentive Plan. (Incorporated by reference to Exhibit 10.14 to Holdings' Annual Report on Form 10-K (File No. 001-35113), filed February 16, 2017.)**

10.15	Form of Performance-Vested Restricted Stock Unit Agreement pursuant to the GNC Holdings, Inc. 2015 Stock and Incentive Plan. (Incorporated by reference to Exhibit 10.15 to Holdings' Annual Report on Form 10-K (File No. 001-35113), filed February 16, 2017.)**

10.16	Form of Time-Vested Restricted Stock Unit Agreement pursuant to the GNC Holdings, Inc. 2015 Stock and Incentive Plan. (Incorporated by reference to Exhibit 10.16 to Holdings' Annual Report on Form 10-K (File No. 001-35113), field February 16, 2017.)**

10.17	Form of Indemnification Agreement between Holdings and each of our directors and relevant schedule. (Incorporated by reference to Exhibit 10.3 to Holdings Quarterly Report on Form 10-Q (File No. 001-35113), filed October 29, 2015.) **

10.18	Form of Indemnification Agreement between Holdings and certain officers and relevant schedule. (Incorporated by reference to Exhibit 10.2 to Holdings Quarterly Report on Form 10-Q (File No. 001-35113), filed October 29, 2015.) **

10.19	GNC/Rite Aid Retail Agreement, dated December 8, 1998, between General Nutrition Sales Corporation and Rite Aid Corporation. (Incorporated by reference to Exhibit 10.24 to Centers' Pre-Effective Amendment No. 1 to its Registration Statement on Form S-4 (File No. 333-114502), filed August 9, 2004.)†

10.20	Amendment to the GNC/Rite Aid Retail Agreement, dated December 8, 1998, by and between General Nutrition Sales Corporation and Rite Aid Hdqtrs Corp. (Incorporated by reference to Exhibit 10.25 to Centers' Pre-Effective Amendment No. 1 to its Registration Statement on Form S-4 (File No. 333-114502), filed August 9, 2004.)†

10.21	Amendment to the GNC/Rite Aid Retail Agreement, effective as of May 1, 2004, between General Nutrition Sales Corporation and Rite Aid Hdqtrs Corp. (Incorporated by reference to Exhibit 10.26 to Centers' Pre-Effective Amendment No. 1 to its Registration Statement on Form S-4 (File No. 333-114502), filed August 9, 2004.)†

10.22	Amended and Restated GNC/Rite Aid Retail Agreement, dated July 31, 2007, between Nutra Sales Corporation (f/k/a General Nutrition Sales Corporation) and Rite Aid Hdqtrs. Corp. (Incorporated by reference to Exhibit 10.34 to Centers' Pre-Effective Amendment No. 1 to its Registration Statement on Form S-4 (File No. 333-144396), filed August 10, 2007.)†

10.23	Amendment and Restatement Agreement, dated as of February 28, 2018, among GNC Corporation, Centers, the other loan parties party thereto, the lenders under the credit agreement that have executed and delivered the lender consents and agreements in the form attached thereto, JPMorgan Chase Bank, N.A., as administrative agent under the credit agreement and amended credit agreement and as issuing bank and swingline lender under the credit agreement and GLAS Trust Company LLC, as collateral agent under the amended credit agreement.*

10.24	ABL Credit Agreement, dated as of February 28, 2018, among GNC Corporation, Centers, the several lenders party from time to time thereto, Barclays Bank PLC and Citizens Bank, N.A., as co-documentation agents, JPMorgan Chase Bank, N.A., Barclays Bank PLC and Citizens Bank, N.A. as joint lead arrangers and bookrunners, Goldman Sachs Bank USA as joint lead arranger and bookrunner (with respect to the revolving credit facility only) and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.*

10.25	Amended and Restated Term Loan Credit Agreement, dated as of February 28, 2018, among GNC Corporation, Centers, the several lenders party from time to time thereto, Barclays Bank PLC and Citizens Bank, N.A., as co-documentation agents, JPMorgan Chase Bank, N.A., Barclays Bank PLC and Citizens Bank, N.A. as joint lead arrangers and bookrunners, JPMorgan Chase Bank, N.A., as administrative agent and GLAS Trust Company LLC, as collateral agent.*

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10.26	Guarantee and Collateral Agreement, dated as of February 28, 2018, by GNC Corporation, Centers and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.*

10.27	Amended and Restated Guarantee and Collateral Agreement, dated as of February 28, 2018, by GNC Corporation, Centers and each subsidiary guarantor (other than General Nutrition Centres Company).*

10.28	Directors' Non-Qualified Deferred Compensation Plan Effective as of January 1, 2013. (Incorporated by reference to Exhibit 10.1 to Holdings' Quarterly Report on Form 10-Q (File No. 001-35113), filed May 2, 2013.)**

10.29	Form of Holdings Director Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.2 to Holdings' Quarterly Report on Form 10-Q (File No. 001-35113), filed May 2, 2013.)**

10.30	Mutual General Release and Waiver, dated as of August 12, 2014, among Joseph M. Fortunato, Centers and Holdings (Incorporated by reference to Exhibit 10.2 to Holdings Quarterly Report on Form 10-Q (File No. 001-35113), filed October 30, 2014.)**

10.31	Separation Agreement and Mutual General Release and Waiver, dated as of September 10, 2014, among Thomas R. Dowd, Holdings and Centers (Incorporated by reference to Exhibit 10.1 to Holdings Quarterly Report on Form 10-Q (File No. 001-35113), filed October 30, 2014**

10.32	Separation Agreement and Mutual General Release and Waiver, dated as of November 10, 2014, among Gerald J. Stubenhofer, Holdings and Centers. (Incorporated by reference to Exhibit 10.28 to Holdings' Annual Report on Form 10-K (File No. 001-35113), filed February 17, 2015.)**

10.33	GNC Executive Severance Pay Policy, as amended. ***

10.34	Employment Agreement by and among General Nutrition Centers, Inc., GNC Holdings, Inc. and Ken Martindale, (Incorporated by reference to Exhibit 10.1 of Form 8-K filed September 12, 2017 (File No.001-35113))**

10.35	Form of Inducement Restricted Stock Award Agreement between GNC Holdings, Inc. and Ken Martindale, (Incorporated by reference to Exhibit 10.2 of Form 8-K filed September 12, 2017 (File No.001-35113))**

10.36	Form of Inducement Non-Qualified Stock Option Award Agreement between GNC Holdings, Inc. and Ken Martindale (Incorporated herein by reference to Exhibit 10.3 of Form 8-K filed September 12, 2017 (File No.001-35113))**

21.1	Subsidiaries of the Registrant.*

23.1	Consent of PricewaterhouseCoopers LLP.*

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema

101.CAL	XBRL Taxonomy Extension Calculation Linkbase

101.LAB	XBRL Taxonomy Extension Label Linkbase

101.PRE	XBRL Taxonomy Extension Presentation Linkbase

101.DEF	XBRL Taxonomy Extension Definition Linkbase

_______________________________________________________________________________

* Filed herewith

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** Management contract or compensatory plan or arrangement of the Company required to be filed as an exhibit.

*** Management contract or compensatory plan or arrangement of the Company required to be filed as an exhibit and filed herewith.

† Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the SEC.

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Item 16. FORM 10-K SUMMARY.

We may voluntarily include a summary of information required by Form 10-K under this Item 16. We have elected not to include such summary information.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	GNC HOLDINGS, INC.

	By:	/s/ KENNETH A. MARTINDALE
		Kenneth A. Martindale Director, Chief Executive Officer Dated: Dated: March 1, 2018

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



	By:	/s/ KENNETH A. MARTINDALE
		Kenneth A. Martindale Director, Chief Executive Officer (principal executive officer) Dated: March 1, 2018

	By:	/s/ TRICIA K. TOLIVAR
		Tricia K. Tolivar Chief Financial Officer (principal financial officer and principal accounting officer) Dated: March 1, 2018

	By:	/s/ JEFFREY P. BERGER
		Jeffrey P. Berger Director Dated: March 1, 2018

	By:	/s/ ALAN D. FELDMAN
		Alan D. Feldman Director Dated: March 1, 2018

	By:	/s/ MICHAEL F. HINES
		Michael F. Hines Director Dated: March 1, 2018

	By:	/s/ AMY B. LANE
		Amy B. Lane Director Dated: March 1, 2018

	By:	/s/ PHILIP E. MALLOTT
		Philip E. Mallott Director Dated: March 1, 2018

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		/s/ ROBERT F. MORAN
		Robert F. Moran Director Dated: March 1, 2018

	By:	/s/ RICHARD J. WALLACE
		Richard J. Wallace Director Dated: March 1, 2018

112

AMENDMENT AND RESTATEMENT AGREEMENT

This AMENDMENT AND RESTATEMENT AGREEMENT (this “ Amendment ”) dated as of February 28, 2018 relates to the Credit Agreement (as defined below) and is by and among GNC CORPORATION, a Delaware corporation (“ Parent ”), GENERAL NUTRITION CENTERS, INC., a Delaware corporation (the “ Borrower ”), the other Loan Parties party hereto, the Lenders under the Credit Agreement that have executed and delivered the Lender Consents and Agreements (each, a “ Lender Consent ” and, collectively, the “ Lender Consents ”) in the form attached hereto as Exhibit F , JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, including any permitted successor thereto, the “ Administrative Agent ”) under the Credit Agreement and the Amended Credit Agreement (as defined below) and as an Issuing Bank and Swingline Lender under the Credit Agreement, and GLAS TRUST COMPANY LLC, as collateral agent (in such capacity, including any permitted successor thereto, the “ Collateral Agent ”) under the Amended Credit Agreement. All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement, as defined below.

PRELIMINARY STATEMENTS

WHEREAS, Parent and the Borrower have entered into that certain Credit Agreement dated as of November 26, 2013 by and among Parent, the Borrower, the lenders from time to time party thereto (the “ Lenders ”), the issuing banks from time to time party thereto (the “ Issuing Banks ”) and JPMorgan Chase Bank, N.A. as Administrative Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to, but not including, the date hereof, the “ Credit Agreement ”);

WHEREAS, Parent and the Borrower have requested that the Credit Agreement be amended and restated in the form attached hereto as Exhibit A (the Credit Agreement, as so amended and restated, the “ Amended Credit Agreement ”) so as to, among other things, (i) provide for a new Class of term loans (the “ Tranche B-2 Term Loans ”) under, and having the terms set forth in, the Amended Credit Agreement and (ii) appoint GLAS Trust Company LLC as Collateral Agent so that it may assume certain duties performed by the Administrative Agent under the Credit Agreement (the “ Collateral Agent Duties ”);

WHEREAS, each Tranche B Term Loan Lender that has executed and delivered a Lender Consent (each, a “ Consenting Tranche B Term Loan Lender ” and, collectively, the “ Consenting Tranche B Term Loan Lenders ”) shall be deemed (i) to have agreed to the terms of this Amendment and the Amended Credit Agreement and (ii) to have converted (on a cashless basis) on the Amendment Effective Date (as defined below) 100% of the aggregate principal amount of its Tranche B Term Loans outstanding as of the Amendment Effective Date into Tranche B-2 Term Loans under, and having the terms set forth in, the Amended Credit Agreement;

WHEREAS, each Consenting Tranche B Term Loan Lender that has executed and delivered a Lender Consent after 5:00 p.m., New York City time, on Friday, February 16, 2018 but at or prior to 5:00 p.m., New York City time, on Thursday, February 22, 2018 and that has elected the “Consent and FILO Option” on such Lender Consent (each, a “ Late Consenter ” and, collectively, the “ Late Consenters ”) shall be deemed to have exchanged (on a cashless basis by assignment) on a dollar-for-dollar basis on the Amendment Effective Date an amount of its Tranche B-2 Term Loans (after giving effect to the conversion of its Tranche B Term Loans into Tranche B-2 Term Loans as described above) equal to 20% of the aggregate principal amount of its Tranche B-2 Term Loans as of the Amendment Effective Date for term loans (the “ FILO Term Loans ”) under, and having the terms set forth in, the ABL Credit Agreement dated as of the date hereof by and among Parent, the Borrower, the lenders from time to time party thereto and JPMorgan Chase Bank, as administrative agent and as collateral agent, in the form attached hereto as Exhibit B (the “ ABL Credit Agreement ”), it being understood and agreed that the remainder of the Tranche B-2 Term Loans of such Late Consenters shall remain as Tranche B-2 Term Loans under, and having the terms set forth in, the Amended Credit Agreement;

WHEREAS, each Consenting Tranche B Term Loan Lender that has executed and delivered a Lender Consent at or prior to 5:00 p.m., New York City time, on Friday, February 16, 2018 and that has elected the “Consent and FILO Option” on such Lender Consent (each, an “ Early Consenter ” and, collectively, the “ Early Consenters ”) shall be deemed to have exchanged (on a cashless basis by assignment) on a dollar-for-dollar basis on the Amendment Effective Date an amount of its Tranche B-2 Term Loans (after giving effect to the conversion of its Tranche B Term Loans into Tranche B-2 Term Loans as described above) equal to 28.617508697% of the aggregate principal amount of its Tranche B-2 Term Loans as of the Amendment Effective Date for FILO Term Loans under, and having the terms set forth in, the ABL Credit Agreement, it being understood and agreed that the remainder of the Tranche B-2 Term Loans of such Early Consenters shall remain as Tranche B-2 Term Loans under, and having the terms set forth in, the Amended Credit Agreement;

WHEREAS, on the Amendment Effective Date, the Borrower shall prepay in cash an amount of Tranche B-2 Term Loans equal to 20% of the aggregate principal amount of the Tranche B-2 Term Loans (after giving effect to the conversion of the Tranche B Term Loans into Tranche B-2 Term Loans as described above) of each Consenting Tranche B Term Loan Lender that has elected the “Consent and Cash Payment Option” (the “ Cash Option ”) on its Lender Consent (each such Consenting Tranche B Term Loan Lender, a “ Cash Option Lender ” and, collectively, the “ Cash Option Lenders ”);

WHEREAS, each Tranche B Term Lender that has not executed and delivered a Lender Consent (each, a “ Non-Consenting Lender ” and, collectively, the “ Non-Consenting Lenders ”) shall continue to hold its Tranche B Term Loans under the Amended Credit Agreement and such Tranche B Term Loans shall be retitled the “Tranche B-1 Term Loans” (the “ Tranche B-1 Term Loans ”) under, and having the terms set forth in, the Amended Credit Agreement;

WHEREAS, each Revolving Credit Lender that has executed and delivered a Lender Consent (each, a “ Consenting Revolving Credit Lender ” and, collectively, the “ Consenting Revolving Credit Lenders ”) shall be deemed to have agreed to the terms of this Amendment and the Amended Credit Agreement;

WHEREAS, on the Amendment Effective Date, (i) pursuant to Section 2.11 of the Credit Agreement, the Borrower shall terminate all of the outstanding Revolving Credit Commitments under the Credit Agreement as of the Amendment Effective Date and (ii) the Borrower shall repay all outstanding Revolving Credit Loans and Swingline Loans as of the Amendment Effective Date, together with all accrued and unpaid interest and fees thereon and any other amounts outstanding under the Credit Agreement and the other Loan Documents in respect of the Revolving Credit Commitments (including fees pursuant to Sections 2.14(a) and 2.14(b)(i) of the Credit Agreement), the Revolving Credit Loans or the Swingline Loans that are due and outstanding and owed to the Revolving Credit Lenders or the Swingline Lender in their respective capacities as such as of the Amendment Effective Date; and

WHEREAS, each Loan Party party hereto (each, a “ Reaffirming Party ” and, collectively, the “ Reaffirming Parties ”) expects to realize substantial direct and indirect benefits as a result of this Amendment and the Amended Credit Agreement becoming effective and the consummation of the transactions contemplated hereby and agrees to reaffirm its obligations under the Credit Agreement, the Security Documents, and the other Loan Documents to which it is a party.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed:

SECTION 1. CERTAIN DEFINITIONS . Capitalized terms used (including in the preamble and recitals hereto) but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. As used in this Amendment:

“ ABL Credit Agreement ” is defined in the preliminary statements hereto.

“ Administrative Agent ” is defined in the preamble hereto.

“ Amended Credit Agreement ” is defined in the preliminary statements hereto.

“ Amendment ” is defined in the preamble hereto.

“ Amendment Effective Date ” is defined in Section 4 hereto.

“ Borrower ” is defined in the preamble hereto.

“ Cash Option ” is defined in the preliminary statements hereto.

“ Cash Option Lender ” is defined in the preliminary statements hereto.

“ Collateral Agent ” is defined in the preamble hereto.

“ Consenting Revolving Credit Lender ” is defined in the preliminary statements hereto.

“ Consenting Tranche B Term Loan Lender ” is defined in the preliminary statements hereto.

“ Credit Agreement ” is defined in the preliminary statements hereto.

“ Early Consenter ” is defined in the preliminary statements hereto.

“ FILO Term Loans ” is defined in the preliminary statements hereto.

“ Issuing Banks ” is defined in the preliminary statements hereto.

“ Late Consenter ” is defined in the preliminary statements hereto.

“ Lender Consent ” is defined in the preamble hereto.

“ Lenders ” is defined in the preliminary statements hereto.

“ Non-Consenting Lender ” is defined in the preliminary statements hereto.

“ Parent ” is defined in the preamble hereto.

“ Reaffirming Party ” is defined in the preliminary statements hereto.

“ Tranche B-1 Term Loans ” is defined in the preliminary statements hereto.

“ Tranche B-2 Term Loans ” is defined in the preliminary statements hereto.

SECTION 2. CONVERSION OF EXISTING TRANCHE B TERM LOANS; TERMINATION OF REVOLVING CREDIT COMMITMENTS .


(a)	Conversion of Tranche B Term Loans into Tranche B-2 Term Loans and Related Matters .

(i)

As of the Amendment Effective Date, each Consenting Tranche B Term Loan Lender hereby agrees that 100% of the aggregate principal amount of its Tranche B Term Loans outstanding as of the Amendment Effective Date are hereby converted (on a cashless basis) into Tranche B-2 Term Loans under, and having the terms set forth in, the Amended Credit Agreement. The parties hereto consent to the conversion provided for in this Section 2(a)(i) .


(ii)	As of the Amendment Effective Date, each Late Consenter hereby agrees that an amount of its Tranche B-2 Term Loans (after giving effect to the conversion of its Tranche B Term Loans into Tranche B-2 Term Loans as provided for in Section 2(a)(i) hereof) equal to 20% of the aggregate principal amount of its Tranche B-2

Term Loans as of the Amendment Effective Date are hereby exchanged (on a cashless basis by assignment) on a dollar-for-dollar basis for FILO Term Loans under, and having the terms set forth in, the ABL Credit Agreement, it being understood and agreed that the remainder of the Tranche B-2 Term Loans of each such Late Consenter shall remain as Tranche B-2 Term Loans under, and having the terms set forth in, the Amended Credit Agreement. For the avoidance of doubt, it is understood and agreed that the exchange provided for in this Section 2(a)(ii) constitutes the prepayment required by Section 2.15(g) of the Amended Credit Agreement and satisfies the requirements thereof. The parties hereto hereby consent to the exchange provided for in this Section 2(a)(ii) .

(iii)

As of the Amendment Effective Date, each Early Consenter hereby agrees that an amount of its Tranche B-2 Term Loans (after giving effect to the conversion of its Tranche B Term Loans into Tranche B-2 Term Loans as provided for in Section 2(a)(i) hereof) equal to 28.617508697% of the aggregate principal amount of its Tranche B-2 Term Loans as of the Amendment Effective Date are hereby exchanged (on a cashless basis by assignment) on a dollar-for-dollar basis for FILO Term Loans under, and having the terms set forth in, the ABL Credit Agreement, it being understood and agreed that the remainder of the Tranche B-2 Term Loans of each such Early Consenter shall remain as Tranche B-2 Term Loans under, and having the terms set forth in, the Amended Credit Agreement. For the avoidance of doubt, it is understood and agreed that the exchange provided for in this Section 2(a)(iii) constitutes the prepayment required by Section 2.15(f) of the Amended Credit Agreement and satisfies the requirements thereof. The parties hereto hereby consent to the exchange provided for in this Section 2(a)(iii) .

(iv)

On the Amendment Effective Date, the Borrower shall prepay in cash an amount of Tranche B-2 Term Loans equal to 20% of the aggregate principal amount of the Tranche B-2 Term Loans (after giving effect to the conversion of the Tranche B Term Loans into Tranche B-2 Term Loans as provided for in Section 2(a)(i) hereof) of each Cash Option Lender, together with accrued and unpaid interest thereon to but excluding the Amendment Effective Date (collectively, the “ Cash Paydown ”). For the avoidance of doubt, it is understood and agreed that the Cash Paydown provided for in this Section 2(a)(iv) constitutes the prepayment required by Section 2.15(h) of the Amended Credit Agreement and satisfies the requirements thereof. The parties hereto hereby consent to the Cash Paydown. For the avoidance of doubt, the parties hereto agree that the Cash Option shall not be available to any Consenting Tranche B Term Loan Lender that has committed to fund Cash FILO Term Loans under and as defined in the ABL Credit Agreement to the Borrower.


(v)	Each Non-Consenting Lender shall continue to hold its Tranche B Term Loans under the Amended Credit Agreement and such Tranche B Term Loans shall be

retitled as the Tranche B-1 Term Loans under, and having the terms set forth in, the Amended Credit Agreement.


(b)	Termination of Revolving Credit Commitments and Related Matters .

(i)

Pursuant to Section 2.11 of the Credit Agreement, on February 28, 2018, the Borrower delivered to the Administrative Agent a written notice of the Borrower’s intention to permanently terminate the Revolving Credit Commitments in their entirety as of the Amendment Effective Date. As of the Amendment Effective Date, the Revolving Credit Commitments are hereby permanently terminated in their entirety.

(ii)

As of the Amendment Effective Date, the outstanding Letters of Credit under the Credit Agreement are listed on Exhibit C hereto (each, an “ Existing Letter of Credit ” and, collectively, the “ Existing Letters of Credit ”). JPMorgan Chase Bank, N.A., in its capacity as Issuing Bank of each of the Existing Letters of Credit, and the Borrower hereby agree that, from and after the Amendment Effective Date, the Existing Letters of Credit shall be deemed to be Existing Letters of Credit under and as defined in the ABL Credit Agreement and subject to the terms thereof.

SECTION 3. AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT . The parties hereto hereby agree to the terms of this Amendment and the Amended Credit Agreement and in furtherance thereof, further agree that, on the Amendment Effective Date, the Credit Agreement shall be amended and restated in the form of the Amended Credit Agreement attached hereto as Exhibit A . The Consenting Tranche B Term Loan Lenders and the Consenting Revolving Credit Lenders hereby authorize and instruct the Administrative Agent and the Collateral Agent to execute and deliver the other Loan Documents (as defined in the Amended Credit Agreement) contemplated to be executed and delivered on the date hereof, and shall be deemed to have consented to, approved or accepted or to be satisfied with each such Loan Document (as defined in the Amended Credit Agreement) or other matter required thereunder to be consented to, approved or accepted or satisfactory to a Lender (as defined in the Amended Credit Agreement), unless the Administrative Agent shall have received a written notice from such Lender prior to the Amendment Effective Date specifying its objection thereto. The parties hereto acknowledge that neither this Amendment nor the Amended Credit Agreement shall constitute an assumption by GLAS Trust Company LLC of any liability of the Administrative Agent arising out of a breach of the Collateral Agent Duties prior to the transfer of such duties on the date hereof to the Collateral Agent under the Amended Credit Agreement or otherwise. Furthermore, GLAS Trust Company LLC shall have no liability or responsibility for the action or inaction of any other Agent and shall further have no liability or responsibility for any losses or claims arising prior to the date hereof and shall be fully indemnified by the Loan Parties and the Lenders as set forth in the Amended Credit Agreement for any such liability, loss or claim.

SECTION 4. CONDITIONS PRECEDENT . This Amendment shall become effective on the date on which the following conditions precedent set forth in this Section 4 of this Amendment are satisfied or waived, which date is February 28, 2018 (the “ Amendment Effective Date ”):

(a)

The Administrative Agent shall have received (i) executed counterparts of the signature page to this Amendment from each Loan Party named on the signature pages hereto, the Administrative Agent, the Issuing Bank, the Swingline Lender and the Collateral Agent and (ii) the executed Lender Consents delivered by each Consenting Tranche B Term Loan Lender and Consenting Revolving Credit Lender. The Consenting Tranche B Term Loan Lenders and the Consenting Revolving Credit Lenders whose executed Lender Consents have been delivered to the Administrative Agent in accordance with the immediately preceding sentence shall constitute the Required Lenders under the Credit Agreement. The Administrative Agent shall have received executed counterparts from Parent, the Borrower, the Administrative Agent (on behalf of itself and the Consenting Tranche B Term Loan Lenders) and the Collateral Agent of the Amended Credit Agreement and from each party to each other Loan Document under and as defined in the Amended Credit Agreement that is listed on Exhibit D hereto. The Administrative Agent shall have received executed counterparts from Parent, the Borrower, the Administrative Agent (under and as defined in the ABL Credit Agreement) (on behalf of itself, the Early Consenters and the Late Consenters), the Collateral Agent under and as defined in the ABL Credit Agreement and the other Lenders (under and as defined in the ABL Credit Agreement) of the ABL Credit Agreement and from each party to each other Loan Document under and as defined in the ABL Credit Agreement that is listed on Exhibit E hereto.

(b)

The Administrative Agent shall have received, for the ratable account of the Early Consenters, an amendment fee equal to 2.50% of the aggregate principal amount of the Early Consenters’ Tranche B Term Loans under the Credit Agreement immediately prior to the effectiveness of this Amendment on the Amendment Effective Date (including, for the avoidance of doubt, any additional Tranche B Term Loans under the Credit Agreement that are acquired by any such Early Consenter after 5:00 p.m., New York City time, on Friday, February 16, 2018 but at or prior to 5:00 p.m., New York City time, on Thursday, February 22, 2018 and for which such Early Consenter has elected the “Consent and FILO Option” with respect to such acquired Tranche B Term Loans). The Administrative Agent shall have received, for the ratable account of the Late Consenters, an amendment fee equal to 1.50% of the aggregate principal amount of the Late Consenters’ Tranche B Term Loans under the Credit Agreement immediately prior to the effectiveness of this Amendment on the Amendment Effective Date. The Administrative Agent shall have received, for the ratable account of the Cash Option Lenders, an amendment fee equal to 1.50% of the aggregate principal amount of the Cash Option Lenders’ Tranche B Term

Loans under the Credit Agreement immediately prior to the effectiveness of this Amendment on the Amendment Effective Date.

(c)

To the extent invoiced at least three Business Days prior to the Amendment Effective Date, all reasonable and documented out-of-pocket expenses required pursuant to the Credit Agreement to be reimbursed by the Borrower to the Tranche B Term Loan Lenders in connection with the transactions contemplated hereby or as otherwise agreed to by the Borrower in writing, shall have been paid, in each case to the extent due.

(d)

Each of the representations and warranties made by any Loan Party set forth in the Amended Credit Agreement and the other Loan Documents under and as defined in the Amended Credit Agreement shall be true and correct in all material respects on and as of the Amendment Effective Date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date ( provided that the foregoing materiality qualifier shall not be applicable to any representations or warranties qualified or modified by materiality).

(e)

The Administrative Agent shall have received a customary certificate from each Loan Party, dated the Amendment Effective Date, signed by a Responsible Officer of such Loan Party, and attested to by the secretary or any assistant secretary of such Loan Party, with appropriate insertions, together with (i) certified copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents), as applicable, of such Loan Party, (ii) customary resolutions of such Loan Party referred to in such certificate, (iii) incumbency or specimen signatures which identify by name and title of such Responsible Officer or authorized signatory of such Loan Party authorized to sign this Amendment, the Amended Credit Agreement and the other Loan Documents under and as defined in the Amended Credit Agreement and (iv) a good standing certificate (or equivalent) from the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Amendment Effective Date and certifying as to the good standing of such Loan Party (but only if the concept of good standing exists in the applicable jurisdiction).


(f)	The Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, executed by a Responsible Officer of the Borrower certifying compliance with the requirements set forth in Section 4(d) and (k) hereof.


(g)	The Borrower shall have consummated the Cash Paydown.


(h)	The Borrower shall have repaid (to the Administrative Agent for the ratable account of the Revolving Credit Lenders or, in the case of principal and interest on Swingline Loans, directly to the Swingline Lender) all outstanding Revolving Credit Loans and Swingline Loans as of the Amendment Effective Date, together with all accrued and unpaid interest

and fees thereon and any other amounts outstanding under the Credit Agreement and the other Loan Documents in respect of the Revolving Credit Commitments (including fees pursuant to Sections 2.14(a) and 2.14(b)(i) of the Credit Agreement), the Revolving Credit Loans or the Swingline Loans that are due and outstanding and owed to the Revolving Credit Lenders or the Swingline Lender in their respective capacities as such (provided that the amount of such interest, fees and other amounts shall have been provided to the Borrower in reasonable detail at least three Business Days prior to the Amendment Effective Date).

(i)

The Borrower shall have paid to the Issuing Bank all accrued and unpaid fees pursuant to Section 2.14(b)(ii) of the Credit Agreement (provided that the amount of such fees shall have been provided to the Borrower in reasonable detail at least three Business days prior to the Amendment Effective Date). The Borrower shall have paid to the Administrative Agent, for the account of the Issuing Bank, all outstanding LC Disbursements as of the Amendment Effective Date that have not been financed with a Revolving Credit Loan.

(j)

The Administrative Agent shall have received each document and instrument required to create and perfect the security interests of the Collateral Agent in the Collateral of the Canadian Guarantor to be entered into on the Amendment Effective Date (which will be, if applicable, in proper form for filing); provided that to the extent any security interest in the Collateral of the Canadian Guarantor is not or cannot be provided or perfected on the Amendment Effective Date after the applicable Loan Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or perfection, as applicable, of any such Collateral of the Canadian Guarantor shall not constitute a condition precedent to the occurrence of the Amendment Effective Date, but may be provided within 45 days after the Amendment Effective Date, subject to such extensions as are reasonably agreed by the Administrative Agent in its sole discretion. For the avoidance of doubt, stock certificates representing Capital Stock issued by the Canadian Guarantor shall not be required to be delivered on the Amendment Effective Date but shall be delivered in accordance with Section 5.17 of the Amended Credit Agreement.


(k)	After giving effect to the transactions contemplated by this Amendment, no Default or Event of Default shall have occurred and be continuing.

SECTION 5. REAFFIRMATION .

(a)

To induce the Consenting Tranche B Term Loan Lenders, the Consenting Revolving Credit Lenders, the Administrative Agent, the Issuing Bank, the Swingline Lender and the Collateral Agent to enter into this Amendment, each of the Loan Parties hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, including, without limitation, any guarantees provided for therein and any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to this Amendment). Each Loan Party acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment.


(b)	Each Guarantor acknowledges and agrees that (i) such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of the terms of the Credit Agreement.

SECTION 6. MISCELLANEOUS PROVISIONS .

(a)

Ratification . This Amendment is limited to the matters specified herein and shall not constitute acceptance or waiver, or, to the extent not expressly set forth herein, an amendment or modification, of any other provision of the Credit Agreement or any other Loan Document. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or any other Loan Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith, and each of the parties hereto acknowledges and agrees that the terms of this Amendment constitute an amendment of the terms of pre-existing Indebtedness and the related agreement, as evidenced by the Amended Credit Agreement.


(b)	Governing Law; Jurisdiction, Consent to Service of Process, Waiver of Jury Trial, Etc. Sections 9.9 and 9.10 of the Credit Agreement are incorporated by reference herein as if such Sections appeared herein, mutatis mutandis .


(c)	Severability . Section 9.7 of the Credit Agreement is incorporated by reference herein as if such Section appeared herein, mutatis mutandis .


(d)	Counterparts; Headings . This Amendment (including the Lender Consents) may be executed in counterparts (and by different parties hereto on different counterparts), each

of which shall constitute an original, but all of which when taken together shall constitute a single contract and the Lender Consents delivered to the Administrative Agent shall be deemed to constitute executed counterparts to this Amendment and, in the case of Lender Consents delivered by Early Consenters and Late Consenters, shall be deemed to constitute executed counterparts to the ABL Credit Agreement. Delivery of an executed counterpart of a signature page of this Amendment or the Lender Consents by electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. Article and Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.


(e)	Rules of Construction . The rules of construction provided for in Section 1.2 of the Credit Agreement shall apply to this Amendment.

(f)

Recordation of Tranche B-1 Term Loans and Tranche B-2 Term Loans . Upon the execution and delivery hereof and the occurrence of the Amendment Effective Date, the Administrative Agent will record in the Register (i) the retitling of the Tranche B Term Loans held by Non-Consenting Lenders as Tranche B-1 Term Loans, (ii) the conversion of Tranche B Term Loans held by Consenting Tranche B Term Loan Lenders into Tranche B-2 Term Loans as provided for in Section 2(a)(i) hereof and (iii) the exchanges (by assignment) of Tranche B-2 Term Loans for FILO Term Loans as provided for in Section 2(a)(ii) and Section 2(a)(iii) hereof. With respect to any Lender that has elected to exchange (on a cashless basis by assignment) its Tranche B-2 Term Loans for FILO Term Loans as provided in this Amendment, such assignment shall be deemed to be effected by assignment of FILO Term Loans (pursuant to the Borrower’s offer to exchange on a cashless basis by assignment as set forth herein) to the applicable Lender in exchange for such Tranche B-2 Term Loans outstanding under the Amended Credit Agreement (pursuant to procedures specified by and approved by the Administrative Agents under the ABL Credit Agreement and the Amended Credit Agreement and the Administrative Agents under the ABL Credit Agreement and the Amended Credit Agreement are hereby authorized by the Borrower and the Lenders to execute such additional documents as may be necessary, in their judgment, to evidence such assignments) and the terms applicable to such assignment shall be those set forth in the form of Assignment and Assumption attached as Exhibit C to the ABL Credit Agreement and the additional terms set forth on Exhibit K to the ABL Credit Agreement.

(g) Loan Document . This Amendment shall for all purposes constitute a Loan Document under and as defined in the Amended Credit Agreement and the ABL Credit Agreement. In the event of any conflict between the terms of this Amendment and the terms of the Amended Credit Agreement, the terms of the Amended Credit Agreement shall control.

[ Remainder of page intentionally blank; signatures begin next page ]

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

GNC CORPORATION, as Parent



By:	/s/Amy N. Davis
	Name:	Amy N. Davis
	Title:	Treasurer

GENERAL NUTRITION CENTERS, INC., as Borrower



By:	/s/Amy N. Davis
	Name:	Amy N. Davis
	Title:	Treasurer

GENERAL NUTRITION INVESTMENT COMPANY

GENERAL NUTRITION CORPORATION

GNC CANADA HOLDINGS, INC.

NUTRA MANUFACTURING, INC.

GNC GOVERNMENT SERVICES, LLC

GNC FUNDING, INC.



By:	/s/Amy N. Davis
	Name:	Amy N. Davis
	Title:	Treasurer

LUCKY OLDCO CORPORATION



By:	/s/Tricia Tolivar
	Name:	Tricia Tolivar
	Title:	Executive Vice President and Chief Financial Officer

[General Nutrtion Centers, Inc. – Signature Page to Amendment and Restatement Agreement]

JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender



By:	/s/James A. Knight
	Name:	James A. Knight
	Title:	Credit Risk Director

[General Nutrition Centers, Inc. – Signature Page to Amendment and Restatement Agreement]

GLAS TRUST COMPANY LLC, as Collateral Agent



By:	/s/Martin Reed
	Name:	Martin Reed
	Title:	Vice President

[General Nutrition Centers, Inc. – Signature Page to Amendment and Restatement Agreement]

EXHIBIT A

See Exhibit 10.25 to this Annual Report on Form 10-K

EXHIBIT B

See Exhibit 10.24 to this Annual Report on Form 10-K

$375,000,000

ABL CREDIT AGREEMENT

among

GNC CORPORATION,

as Parent,

GENERAL NUTRITION CENTERS, INC.,

as ABL Administrative Borrower,

EACH OF THE ABL ADMINISTRATIVE BORROWER’S SUBSIDIARIES THAT ARE SIGNATORIES HERETO,

as Borrowers,

The Several Lenders
from Time to Time Parties Hereto,

BARCLAYS BANK PLC, and

CITIZENS BANK, N.A.,

as Co-Documentation Agents

and

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

Dated as of February 28, 2018

JPMORGAN CHASE BANK, N.A.

BARCLAYS BANK PLC,

CITIZENS BANK, N.A. , and

as Joint Lead Arrangers and Bookrunners

and

GOLDMAN SACHS BANK USA

as Joint Lead Arranger and Bookrunner (with respect to the Revolving Credit Facility only)

CONTENTS



		Page
SECTION 1.	DEFINITIONS	1

1.1	Defined Terms	1
1.2	Other Definitional Provisions	77
1.3	Classification of Loans and Borrowings	79
1.4	Accounting Terms; GAAP	79
1.5	Pro Forma Calculations	79
1.6	Classification of Permitted Items	81
1.7	Rounding	81
1.8	Currency Equivalents Generally	81
1.9	Limited Condition Transactions	82

SECTION 2.	AMOUNT AND TERMS OF COMMITMENTS	83

2.1	FILO Term Loan Commitments	83
2.2	Procedure for FILO Term Loan Borrowing	84
2.3	Repayment of FILO Term Loans	84
2.4	Revolving Credit Commitments	84
2.5	Loans and Borrowings	86
2.6	Requests for Revolving Credit Borrowing	86
2.7	Swingline Loans	87
2.8	Letters of Credit	89
2.9	Funding of Borrowings	94
2.10	Interest Elections	95
2.11	Termination and Reduction of Commitments	96
2.12	Repayment of Revolving Credit Loans; Evidence of Debt	97
2.13	Prepayment of Loans	97
2.14	Commitment Fees	100
2.15	Mandatory Prepayments	101
2.16	Interest	105
2.17	Alternate Rate of Interest	106
2.18	Increased Costs	107
2.19	Break Funding Payments	109
2.20	Taxes	109
2.21	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	112
2.22	Mitigation Obligations; Replacement of Lenders	116
2.23	Defaulting Lenders	117
2.24	[Reserved]	119
2.25	Replacement FILO Term Loan Facilities	119
2.26	Extensions of Maturity Date	121

SECTION 3.	REPRESENTATIONS AND WARRANTIES	123

3.1	Financial Condition	123



3.2	No Change	124
3.3	Corporate Existence; Compliance with Law	124
3.4	Organizational Power; Authorization; Enforceable Obligations	124
3.5	No Legal Bar	125
3.6	No Material Litigation	125
3.7	No Default	125
3.8	Ownership of Property; Liens	125
3.9	Intellectual Property	125
3.10	Taxes	125
3.11	Federal Regulations	126
3.12	ERISA	126
3.13	Investment Company Act	127
3.14	Restricted Subsidiaries	127
3.15	Use of Proceeds	127
3.16	Environmental Matters	127
3.17	Accuracy of Information, etc.	128
3.18	Security Documents	129
3.19	Solvency	129
3.2	Patriot Act	130
3.21	Anti-Corruption Laws and Sanctions	130
3.22	EEA Financial Institution	130
3.23	Canadian Welfare and Pension Plans	130
3.24	Canadian Anti-Corruption and Canadian Anti-Money Laundering	132
3.25	Borrowing Base Certificate	132

SECTION 4.	CONDITIONS PRECEDENT	132

4.1	Conditions to the Closing Date	132
4.2	Conditions to Each Extension of Credit	135

SECTION 5.	AFFIRMATIVE COVENANTS	135

5.1	Financial Statements	136
5.2	Certificates; Other Information	137
5.3	Payment of Obligations	139
5.4	Conduct of Business and Maintenance of Existence, etc.	140
5.5	Maintenance of Property; Insurance	140
5.6	Inspection of Property; Books and Records; Discussions	140
5.7	Notices	142
5.8	Environmental Laws	142
5.9	Borrowing Base Certificates	143
5.10	Additional Collateral, etc.	143
5.11	Use of Proceeds	146
5.12	Further Assurances; Additional Borrowers	146
5.13	Maintenance of Ratings	146
5.14	Fiscal Period	147
5.15	Designation of Subsidiaries	147

iii



5.16	Anti-Corruption and Sanctions	147
5.17	Cash Management	147
5.18	Post-Closing Obligations	150

SECTION 6.	NEGATIVE COVENANTS	150

6.1	Financial Condition Covenant	150
6.2	Limitation on Indebtedness	150
6.3	Limitation on Liens	157
6.4	Limitation on Fundamental Changes	162
6.5	Limitation on Disposition of Property	163
6.6	Limitation on Restricted Payments	165
6.7	[Reserved]	169
6.8	Limitation on Investments	169
6.9	Limitation on Optional Payments and Modifications of Junior Material Debt Instruments and Organizational Documents, etc.	173
6.10	Limitation on Transactions with Affiliates	174
6.11	Limitation on Sales and Leasebacks	175
6.12	[Reserved]	175
6.13	Limitation on Negative Pledge Clauses	175
6.14	Limitation on Restrictions on Restricted Subsidiary Distributions	177
6.15	Limitation on Lines of Business	177
6.16	Limitation on Activities of Parent	177
6.17	Canadian Pension Plans	178

SECTION 7.	EVENTS OF DEFAULT	178

7.1	Events of Default	178
7.2	Right to Cure	183

SECTION 8.	THE AGENTS	184

8.1	Appointment	184
8.2	Delegation of Duties	185
8.3	Exculpatory Provisions	186
8.4	Reliance by Administrative Agent	187
8.5	Notice of Default	188
8.6	Non-Reliance on Agents, Arrangers and Other Lenders	188
8.7	Indemnification	189
8.8	Agent in Its Individual Capacity	189
8.9	Successor Administrative Agent	189
8.10	Effect of Resignation or Removal	190
8.11	Co-Documentation Agents and Arrangers	191
8.12	Collateral and Guarantee Matters	191
8.13	Appointment of ABL Administrative Borrower	192




SECTION 9.	MISCELLANEOUS	192

9.1	Notices	192
9.2	Waivers; Amendments	195
9.3	Expenses; Indemnity; Damage Waiver	198
9.4	Successors and Assigns	199
9.5	Survival	206
9.6	Counterparts; Integration; Effectiveness	206
9.7	Severability	206
9.8	Right of Setoff	207
9.9	Governing Law; Jurisdiction; Consent to Service of Process	207
9.10	WAIVER OF JURY TRIAL	208
9.11	Headings	208
9.12	Confidentiality	208
9.13	USA PATRIOT Act	209
9.14	Release of Liens and Guarantees	210
9.15	Enforcement Matters	211
9.16	No Fiduciary Duty	211
9.17	Interest Rate Limitation	212
9.18	Security Documents and Intercreditor Agreements	212
9.19	Canadian Anti-Money Laundering Legislation	213
9.20	Judgment Currency	213
9.21	Electronic Execution	214
9.22	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	214
9.23	Lender Representations	0



ANNEXES:

A	Pricing Grid
B	Commitment Fee Grid

SCHEDULES:

1.1(a)	Distribution Centers
1.1(b)	Mortgaged Properties
1.1(c)	Existing Letters of Credit
1.1(d)	Permitted Post-Closing Reserves
2.1	Lenders
2.8	Letters of Credit
3.4	Consents, Authorizations, Filings and Notices
3.14(a)	Restricted Subsidiaries
3.14(b)	Agreements Related to Capital Stock
5.18	Post-Closing Schedule
6.2(d)	Existing Indebtedness
6.3(f)	Existing Liens
6.8(p)	Existing Investments



6.1	Affiliate Transactions
6.13	Existing Negative Pledge Clauses

EXHIBITS:

A	Form of Compliance Certificate
B	Form of Closing Certificate
C	Form of Assignment and Assumption
D-1	Form of Revolving Credit Note
D-2	Form of Swingline Note
D-3	Form of FILO Term Loan Note
E-1	Form of U.S. Tax Certificate (For Non-U.S. Lenders that are not Partnerships)
E-2	Form of U.S. Tax Certificate (For Non-U.S. Lenders that are Partnerships)
E-3	Form of U.S. Tax Certificate (For Non-U.S. Participants that are not Partnerships)
E-4	Form of U.S. Tax Certificate (For Non-U.S. Participants that are Partnerships)
F	Form of Borrowing Request
G	Solvency Certificate
H	Borrowing Base Certificate
I	Junior Lien Intercreditor Agreement Terms
J	Pari Passu FILO Intercreditor Agreement Terms
K	Exchange Terms

CREDIT AGREEMENT, dated as of February 28, 2018, among GNC CORPORATION, a Delaware corporation (“ Parent ”), GENERAL NUTRITION CENTERS, INC., a Delaware corporation (the “ ABL Administrative Borrower ”), the Subsidiaries of the ABL Administrative Borrower identified on the signature pages hereto as “Borrowers” and the other Borrowers party hereto from time to time, the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Lenders ”), BARCLAYS BANK PLC and CITIZENS BANK, N.A., as co-documentation agents (in such capacities, the “ Co-Documentation Agents ”) and JPMORGAN CHASE BANK, N.A., as administrative agent (together with its successors in such capacity, the “ Administrative Agent ”) and as collateral agent (together with its successors in such capacity, the “ Collateral Agent ”), as Swingline Lender and as an Issuing Bank.

W I T N E S S E T H :

1. The ABL Administrative Borrower is a party to the Credit Agreement, dated as of March 4, 2011, among Parent, the ABL Administrative Borrower, the several banks and other financial institutions or entities parties thereto as lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (as amended and restated by that certain Credit Agreement, dated as of November 26, 2013, among Parent, the ABL Administrative Borrower, the several banks and other financial institutions or entities parties thereto as lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, and as further amended, amended and restated, supplemented or modified prior to the Closing Date, the “ Existing Credit Agreement ”).

2. The ABL Administrative Borrower desires to amend and restate the Existing Credit Agreement.

3. Simultaneously with the amendment and restatement of the Existing Credit Agreement, the ABL Administrative Borrower has requested that the Lenders, the Co-Documentation Agents, the Administrative Agent and the Syndication Agent enter into this Agreement in order to make available to the Borrowers, on the terms and conditions set forth herein, a revolving credit facility of $100,000,000 and a term loan facility on a “first-in, last-out” basis of $275,000,000.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:


SECTION 1.	DEFINITIONS

1.1 Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ ABL Administrative Borrower ”: as defined in the preamble hereto.

“ ABL Intercreditor Agreement ”: the Intercreditor Agreement, dated as of the Closing Date, by and among the Administrative Agent, the Collateral Agent, the Term Loan Administrative Agent and the Term Loan Collateral Agent and the Loan Parties, as amended, restated, supplemented or otherwise modified from time to time (including any joinder to the

ABL Intercreditor Agreement by one or more Representatives for holders of one or more classes of Incremental Equivalent Debt (to the extent secured by Liens that are pari passu (without regard to control of remedies or application of payments) with the Liens securing the Term Loan Obligations), Permitted Pari Passu Secured FILO Refinancing Debt, Permitted Pari Passu Secured Refinancing Debt and/or other Indebtedness expressly permitted by Section 6.2 and permitted by Section 6.3 to be secured by Liens on the Collateral that are pari passu (without regard to control of remedies or application of payments) with the Liens securing the Term Loan Obligations).

“ ABL Priority Collateral ”: the “ABL Priority Collateral” as defined in the ABL Intercreditor Agreement.

“ ABR ”: 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 Alternate Base Rate.

“ Acceptable Appraiser ”: Tiger Valuation Services, LLC or any other experienced and reputable appraiser reasonably acceptable to the ABL Administrative Borrower (it being understood that the ABL Administrative Borrower’s consent shall not be unreasonably withheld, delayed or conditioned) and the Administrative Agent.

“ Account ”: with respect to a Person, any of such Person’s now owned and hereafter acquired or arising (1) accounts (as defined in the UCC and/or the PPSA) and, whether or not constituting “accounts” (as defined in the UCC and/or the PPSA), any rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance or arising out of the use of a credit or charge card or information contained on or used with such card (and whether same is an “Account” (as defined in the UCC and/or the PPSA) or “General Intangible” or “Intangible” (as defined in the UCC or the PPSA, respectively), (2) all Credit Card Processor Accounts, and (3) all Gift Card Accounts.

“ Account Debtor ”: any Person who is obligated on an Account, chattel paper, or a “General Intangible” or “Intangible” (as defined in the UCC or the PPSA, respectively).

“ Accounts Reserves ”: without duplication, the Dilution Reserve and any other reserves related to Eligible Accounts Receivable or Eligible Credit Card Receivables, in each case, which the Administrative Agent deems necessary in its Permitted Discretion.

“ Acquired Asset ABL Priority Collateral ”: any Accounts, Inventory, Borrowing Base Cash and/or Acquired Asset Borrowing Base Cash acquired by any Borrower or the Canadian Guarantor in a Qualifying Acquisition; provided that the Acquired Asset ABL Priority Collateral shall at no time comprise more than 10.0% of the Borrowing Bases.

“ Acquired Asset Borrowing Base Calculation ”: 66⅔% of the applicable advance rates set forth in the definitions of “Borrowing Base” and “FILO Borrowing Base” with respect to the relevant Acquired Asset ABL Priority Collateral, calculated against the book value (or, with respect to Inventory, of the Net Orderly Liquidation Value (based on the Net Orderly Liquidation Value for comparable Inventory pursuant to the most recent Appraisal if inventory appraisals therefor do not exist)) of the relevant Acquired Asset ABL Priority Collateral as set

forth in the consolidated balance sheets of the relevant acquired entities (or, in the case of an asset acquisition, the seller’s balance sheet) as of the date with respect to which the most recent Borrowing Base Certificate has been delivered, and applying eligibility and reserve criteria consistent with those applied to Accounts, Inventory and Borrowing Base Cash included in the Borrowing Bases, until the delivery to the Administrative Agent of an appraisal and field examination in respect thereof that, in each case, is reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent.

“ Acquired Asset Borrowing Base Cash ”: Unrestricted Cash that is (i) acquired by any Borrower or the Canadian Guarantor in any Qualifying Acquisition and (ii) held by the Borrowers and the Canadian Guarantor, in each case (A) in deposit accounts or securities accounts with the Administrative Agent or (B) if JPMorgan Chase Bank, N.A. is no longer the Administrative Agent, held in deposit accounts or securities accounts with any Revolving Credit Lender which are subject in each case to a control agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iii) not subject to any other Liens other than non-consensual Liens, Liens permitted by Section 6.3(m) and (q) and Liens that are junior in priority to the Liens securing the Obligations, in each case, permitted under Section 6.3.

“ Additional Lenders ”: any Eligible Assignee that makes a Replacement FILO Term Loan.

“ Adjusted LIBO Rate ”: with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the greater of (a)(i) the LIBO Rate for such Interest Period multiplied by (ii) the Statutory Reserve Rate, and (b) 0.00%.

“ Adjustment Date ”: the first day after the end of each fiscal quarter of the ABL Administrative Borrower.

“ Administrative Agent ”: as defined in the preamble hereto.

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

“ Ad Valorem Tax Reserve ”: an amount equal to any unpaid ad valorem taxes payable on any Inventory under the laws of the State of Texas or any such other state(s) in which such ad valorem taxes has priority by operation of law over the Lien of the Collateral Agent in any of the Collateral consisting of Eligible Inventory, as notified by the Administrative Agent to the ABL Administrative Borrower in writing.

“ Affiliate ”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Agents ”: the collective reference to the Administrative Agent, the Collateral Agent, the Syndication Agent and the Co-Documentation Agents.

“ Aggregate Exposure Percentage ”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Revolving Credit Exposure at such time to the Revolving Credit Exposure of all Lenders at such time.

“ Agreement ”: this Credit Agreement, as amended, amended and restated, supplemented or otherwise modified from time to time.

“ All-In Yield ”: as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees, a LIBO Rate or ABR floor, or otherwise, in each case, incurred or payable by any Borrower generally to all the lenders of such indebtedness; provided that original issue discount and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of the incurrence of the applicable Indebtedness); provided , further , that “All-In Yield” shall not include customary arrangement fees, structuring fees, syndication fees, commitment fees, underwriting fees and similar fees not shared with all lenders of such Indebtedness.

“ Alternate Base Rate ”: 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 ½ of 1%, (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1% and (d) with respect to ABR Loans that are Revolving Credit Loans or FILO Term Loans, 0.00%; provided that for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the Screen Rate (or if the Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 am London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.17 hereof, then the Alternate Base Rate shall be the greatest of clauses (a), (b) and (d) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Amendment Agreement ”: the Amendment and Restatement Agreement, dated as of February 28, 2018, among Parent, the ABL Administrative Borrower, the subsidiary guarantors, certain Term Loan Lenders (as defined in the Existing Credit Agreement), certain Revolving Credit Lenders (as defined in the Existing Credit Agreement), the Administrative Agent and the Collateral Agent.

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

“ Applicable Margin ”: (a)(i) for Revolving Credit Loans that are Eurodollar Loans, 1.75% per annum, (ii) for Revolving Credit Loans that are ABR Loans, 0.75% per annum, (iii) for FILO Term Loans that are Eurodollar Loans, 7.00% per annum, and (iv) for FILO Term Loans that are ABR Loans, 6.00% per annum ( provided that at all times after the Closing Date that (and for so long as) the FILO Term Loans are rated Ba3 (or higher) by

Moody’s and BB- (or higher) by S&P, the Applicable Margin (x) for FILO Term Loans that are Eurodollar Loans shall be 6.50% per annum and (y) for FILO Term Loans that are ABR Loans shall be 5.50% per annum; provided further that any such adjustment to the Applicable Margin shall be effective on the first Business Day following the date on which the applicable change in rating is first publicly announced by S&P and/or Moody’s, as applicable), (b) for Loans made pursuant to any Extended Revolving Credit Commitment or for Extended FILO Term Loans, as applicable, the “Applicable Margin” as set forth in the Extension Amendment relating thereto and (c) for any Replacement FILO Term Loan, the “Applicable Margin” as set forth in the Replacement FILO Term Loan Facility Amendment relating thereto; provided that on and after the first Adjustment Date occurring after the completion of the first full fiscal quarter of the ABL Administrative Borrower beginning after the Closing Date, the Applicable Margin with respect to Revolving Credit Loans will be determined pursuant to the Pricing Grid.

“ Applicable Percentage ”: with respect to any Lender, the percentage of the Total Revolving Credit Commitments represented by such Lender’s Revolving Credit Commitment. If the Revolving Credit Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments. The Applicable Percentages shall be adjusted appropriately, as determined by the Administrative Agent, in accordance with Section 2.23(b) to disregard the Revolving Credit Commitment of Defaulting Lenders.

“ Applicable Period ”: as defined in the Pricing Grid.

“ Application ”: an application, in such form as an Issuing Bank may specify from time to time, requesting an Issuing Bank to issue a Letter of Credit.

“ Approved Fund ”: any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit as its primary activity and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arrangers ”: JPMorgan Chase Bank, N.A., Barclays Bank PLC, Citizens Bank, N.A. and, with respect to the Revolving Credit Facility only, Goldman Sachs Bank USA.

“ Asset Sale ”: any Disposition of Property or series of related Dispositions of Property pursuant to clause (d)(ii) (solely to the extent the Net Cash Proceeds thereof are not held as cash on the balance sheet or applied to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the business of the ABL Administrative Borrower and its Restricted Subsidiaries), clause (j) or clause (u) of Section 6.5 by Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries to any Person (other than Parent, the ABL Administrative Borrower or any Restricted Subsidiary), other than (i) any such Dispositions (including any such Dispositions excluded pursuant to clause (ii) below) resulting in aggregate Net Cash Proceeds to Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries (for all such Dispositions during such fiscal year) not exceeding $8,000,000 during any fiscal year of the ABL Administrative Borrower, and (ii) any Disposition whether in a single transaction or through a series of related Dispositions resulting in aggregate Net Cash Proceeds to Parent, the ABL Administrative Borrower or any of its Restricted

Subsidiaries not exceeding $2,000,000 (any Net Cash Proceeds excluded from the definition of “Asset Sale” pursuant to clause (i) or (ii) above, “ Excluded Proceeds ”).

“ Asset Sale Percentage ”: 100%; provided that if the Consolidated Net First Lien Leverage Ratio calculated on a Pro Forma Basis as of any date of determination is less than 3.00 to 1.00, the Asset Sale Percentage shall be 75% on such date.

“ Assignment and Assumption ”: an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.4), and accepted by the Administrative Agent, in the form of Exhibit C or any other form approved by the Administrative Agent and the ABL Administrative Borrower.

“ Attributable Indebtedness ”: when used with respect to any Sale and Leaseback Transaction, as at the time of determination, the present value (discounted at a rate equivalent to the ABL Administrative Borrower’s then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.

“ Auto Renewal Letter of Credit ”: as defined in Section 2.8(c).

“ Availability ”: at any time, the excess of (i) the Line Cap at such time over (ii) the aggregate amount of Revolving Credit Loans, Swingline Loans, unreimbursed Letter of Credit drawings and the amount available to be drawn under Letters of Credit outstanding hereunder at such time.

“ Availability Conditions ”: as defined in Section 2.4(a).

“ Availability End Date ”: as defined in the definition of “Cash Dominion Period”.

“ Availability Period ”: the period from and including the Closing Date to but excluding the earlier of the Revolving Credit Maturity Date and the date of termination of the Revolving Credit Commitments.

“ Availability Trigger Date ”: as defined in the definition of “Cash Dominion Period”.

“ Available Revolving Credit Commitment ”: with respect to any Revolving Credit Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Credit Commitment then in effect less (b) such Lender’s Revolving Credit Exposure.

“ Average Historical Availability ”: at any Adjustment Date, the average daily Availability for the prior fiscal quarter, expressed as a percentage.

“ Backup Withholding Tax ”: United States federal withholding Taxes imposed pursuant to Section 3406 of the Code, as in effect on the date of this Agreement, or any successor provision that is substantially the equivalent thereof, and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar

guidance issued by the Internal Revenue Service thereunder as a precondition to relief or exemption from Taxes under such provisions).

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

“ Bail-In Legislation ”: 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 for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bankruptcy Event ”: with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, interim receiver, monitor, 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, 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, provided , further , that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“ Benefit Plan ”: 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”.

“ Blocked Account ”: as defined in Section 5.17(a)(i).

“ Blocked Account Agreement ”: as defined in Section 5.17(a)(i).

“ Board ”: the Board of Governors of the Federal Reserve System of the United States of America (or any successor).

“ Borrower Materials ”: as defined in Section 5.2.

“ Borrowers ”: collectively, the ABL Administrative Borrower, the Borrowers identified on the signature pages hereto and each other Person (other than an Excluded Subsidiary) that becomes a Borrower hereunder in accordance with the terms of Section 5.12(b).

“ Borrowing ”: (a) Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect or (b) a Swingline Loan.

“ Borrowing Base ”: at any time as set forth in the most recently delivered Borrowing Base Certificate, the sum of:

1. 90% of the value of Eligible Credit Card Receivables held by the Borrowers and the Canadian Guarantor; plus

2. 85% of the book value of Eligible Accounts Receivable held by the Borrowers and the Canadian Guarantor attributable to wholesale accounts receivable; plus

3. 85% of the book value of Eligible Accounts Receivable held by the Borrowers and the Canadian Guarantor attributable to domestic franchisees; provided that at any time the amount of the Borrowing Base consisting of Eligible Accounts Receivable attributable to domestic and foreign franchisees shall not exceed 17.5% of the Borrowing Base (excluding the FILO Push Down Reserve) in the aggregate; plus

4. 85% of the book value of Eligible Accounts Receivable held by the Borrowers and the Canadian Guarantor attributable to foreign franchisees in each case backed by a letter of credit reasonably acceptable to the Administrative Agent; provided that at any time (i) the amount of the Borrowing Base consisting of Eligible Accounts Receivable attributable to foreign franchisees shall not exceed 10% of the Borrowing Base (excluding the FILO Push Down Reserve) in the aggregate and (ii) the amount of the Borrowing Base consisting of Eligible Accounts Receivable attributable to domestic (as set out in clause (3) above) and foreign franchisees shall not exceed 17.5% of the Borrowing Base (excluding the FILO Push Down Reserve) in the aggregate; plus

5. 95% of the Net Orderly Liquidation Value of Eligible Inventory held by the Borrowers and the Canadian Guarantor consisting of finished goods and bulk Eligible Inventory; plus

6. 95% of the Net Orderly Liquidation Value of Eligible Inventory held by the Borrowers and the Canadian Guarantor consisting of raw materials Eligible Inventory; plus

7. 100% of the Borrowing Base Cash held by the Borrowers and the Canadian Guarantor; provided that at any time the amount of the Borrowing Base consisting of Borrowing Base Cash shall not exceed 10% of the Borrowing Base (excluding the FILO Push Down Reserve) in the aggregate (the “ Borrowing Base Cash Subcap ”); less

8. the FILO Term Loan Push Down Reserve; less

9. Reserves.

Notwithstanding anything to the contrary contained herein, any Acquired Asset ABL Priority Collateral held by a Borrower or the Canadian Guarantor will immediately be included in the Borrowing Base at a value equal to the Acquired Asset Borrowing Base Calculation thereof; provided that if the Borrowers have not delivered, at their expense, a customary field examination and inventory appraisal reasonably acceptable to Administrative Agent within 90 days of the acquisition of such Acquired Asset ABL Priority Collateral (or such longer period as the Administrative Agent may reasonably agree), such Acquired Asset ABL Priority Collateral will cease to be eligible for inclusion in the Borrowing Base until completion of a customary field examination and inventory appraisal reasonably acceptable to Administrative Agent.

“ Borrowing Base Cash ”: Unrestricted Cash held by the Borrowers and the Canadian Guarantor, in each case that is (i) (A) held in deposit accounts or securities accounts with the Administrative Agent or (B) if JPMorgan Chase Bank, N.A. is no longer the Administrative Agent, held in deposit accounts or securities accounts with any Revolving Credit Lender which are in each case subject to a control agreement in form and substance reasonably

satisfactory to the Administrative Agent and (ii) not subject to any other Liens other than non-consensual Liens, Liens permitted by Section 6.3(m) and (q) and Liens that are junior in priority to the Liens securing the Obligations, in each case, permitted under Section 6.3; provided that, prior to withdrawing Borrowing Base Cash from any account described above in an amount in excess of $5,000,000 in the aggregate for all withdrawals since the most recent delivery of a Borrowing Base Certificate, the Borrowers shall deliver an updated Borrowing Base Certificate as of the date of such withdrawal and giving pro forma effect to such withdrawal.

“ Borrowing Base Cash Subcap ”: as defined in the definition of “Borrowing Base”.

“ Borrowing Base Certificate ”: a certificate by a Responsible Officer of the ABL Administrative Borrower, substantially in the form of Exhibit H (or another form acceptable to the Administrative Agent and the ABL Administrative Borrower) setting forth the calculation of Availability and of the Borrowing Bases, including a calculation of each component thereof (including, to the extent the ABL Administrative Borrower has received notice of any such Reserve from the Administrative Agent, any of the Reserves included in such calculation), all in such detail as is reasonably satisfactory to the Administrative Agent. All calculations of the Borrowing Bases in connection with the preparation of any Borrowing Base Certificate will be made by the ABL Administrative Borrower and certified to the Administrative Agent.

“ Borrowing Bases ”: the Borrowing Base and the FILO Borrowing Base.

“ Borrowing Request ”: a request by the ABL Administrative Borrower for a Borrowing substantially in the form of Exhibit F or such other form as may be approved by the Administrative Agent.

“ Business Day ”: any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or Pittsburgh, Pennsylvania are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Canadian Anti-Corruption Laws ”: the Corruption of Foreign Public Officials Act (Canada), Special Economic Measures 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 Anti-Money Laundering Legislation ”: the Criminal Code (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the United Nations Act (Canada), and any regulations thereunder.

“ Canadian Defined Benefit Plan ”: a Canadian Pension Plan which contains a “defined benefit provision,” as defined in subsection 147.1(1) of the Income Tax Act (Canada).

“ Canadian Dollars ” and “ C$ ”: lawful currency of Canada.

“ Canadian Guarantee and Collateral Agreement ”: the Canadian Guarantee and Collateral Agreement, dated as of February 28, 2018, executed and delivered by the Canadian Guarantor, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Canadian Guarantor ”: General Nutrition Centres Company, an unlimited liability company organized under the laws of Nova Scotia.

“ Canadian Pension Plan ”: any pension plan maintained or sponsored by of the Canadian Guarantor that is subject to the funding requirements of the Pension Benefits Act (Ontario), the Income Tax Act (Canada) or applicable pension benefits legislation in any other Canadian jurisdiction and is applicable to employees resident in Canada and to which the Canadian Guarantor is making or accruing an obligation to make contributions or has within the preceding five years made or accrued such contributions.

“ Canadian Pension Termination Event ”: (a) the withdrawal of the Canadian Guarantor from a Canadian Defined Benefit Plan which is “multi-employer pension plan”, as defined under applicable pension standards legislation, during a plan year, or (b) the filing of a notice of interest to terminate in whole or in part a Canadian Defined Benefit Plan or the filing of an amendment with the applicable Governmental Authority which terminates a Canadian Defined Benefit Plan, in whole or in part, or the treatment of an amendment as a termination or partial termination of a Canadian Defined Benefit Plan, (c) the institution of proceedings by any Governmental Authority to terminate a Canadian Defined Benefit Plan in whole or in part or have a replacement administrator or trustee appointed to administer a Canadian Defined Benefit Plan or (d) any other event or condition or declaration or application which might constitute grounds for the termination or winding up of a Canadian Defined Benefit Plan, in whole or in part, or the appointment by any Governmental Authority of a replacement administrator or trustee to administer a Canadian Defined Benefit Plan.

“ Canadian Priority Payable Reserve ”: with respect to Eligible Accounts Receivable, Eligible Credit Card Receivables and Eligible Inventory of the Canadian Guarantor, reserves established in the Permitted Discretion of the Administrative Agent for amounts secured by any Liens, choate or inchoate, which rank or are capable of ranking in priority or pari passu to the Collateral Agent’s Liens on the ABL Priority Collateral securing the Obligations, and/or for amounts which may represent costs relating to the enforcement of such Liens and limited to such amounts due and not paid for wages and vacation pay (including, as provided for, under the Wage Earners Protection Program Act (Canada)), amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted

or withheld and not paid and remitted when due under the Income Tax Act (Canada), amounts currently or past due and not paid for sales taxes and realty, municipal or similar taxes, any and all solvency deficiencies, unfunded liabilities on wind-up or wind-up deficiencies in regards to any Canadian Pension Plan which is a defined benefit plan (to the extent impacting personal or moveable property) and all amounts currently or past due and not contributed, remitted or paid to any Pension Plan or under the Canada Pension Plan, the Pension Benefits Act (Ontario) or any similar legislation.

“ Canadian Welfare Plan ”: any medical, health, hospitalization, insurance or other employee benefit or welfare plan or arrangement of the Canadian Guarantor applicable to employees resident in Canada.

“ Capital Expenditures ”: for any period, with respect to any Person, the aggregate of all expenditures by such Person for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that are required to be capitalized under GAAP on a balance sheet of such Person, it being understood that Capital Expenditures do not include amounts expended to purchase assets constituting an on-going business, including, without limitation, investments that constitute Permitted Acquisitions.

“ Capital Lease Obligations ”: with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet (excluding the footnotes thereto) of such Person under GAAP; and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“ Capital Stock ”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing, including convertible securities but excluding debt securities convertible or exchangeable into any of the foregoing.

“ Cash Dominion Period ”: (a) the period from the date Availability shall have been less than the greater of (i) 12.5% of the Line Cap and (ii) $12,500,000, in either case for five consecutive Business Days (the “ Availability Trigger Date ”), in each case, to the date Availability shall have been at least equal to the greater of (x) 12.5% of the Line Cap and (y) $12,500,000 for 30 consecutive calendar days (such 30 ^th day, the “ Availability End Date ”) or (b) upon the occurrence of any Specified Event of Default, the period that such Specified Event of Default shall be continuing; provided that a Cash Dominion Period End Date may not be deemed to occur more than three times in any period of 365 consecutive days, with each such period of 365 consecutive days commencing with the Cash Dominion Period Trigger Date of the first Cash Dominion Period included in such period.

“ Cash Dominion Period Trigger Date ”: the occurrence of an Availability Trigger Date or a Specified Event of Default.

“ Cash Dominion Period End Date ”: (a) with respect to a Cash Dominion Period that began upon the occurrence of an Availability Trigger Date, the occurrence of an Availability End Date and (b) with respect to a Cash Dominion Period that began upon the occurrence of an Specified Event of Default, the day on which the circumstances giving rise to such Specified Event of Default are no longer continuing.

obligations issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government ( provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition; (d) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any Lender or with any domestic or foreign bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia or any U.S. branch of a foreign bank having, capital and surplus of not less than $500,000,000; (e) repurchase obligations for underlying securities of the types described in clauses (c) and (d) above or clause (g) below entered into with any financial institution meeting the qualifications specified in clause (d) above; (f) commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and, in each case, maturing within one year after the date of acquisition; (g) marketable short-term money market and similar highly liquid funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency); (h) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an investment grade rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) with maturities of one year or less from the date of acquisition; (i) Investments with average maturities of one year or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency); (j) short-term obligations of, or fully guaranteed by, the government of Canada, (k) short-term obligations of, or fully guaranteed by, the government of a Province of Canada, in each case having a rating of "A-" (or the then equivalent grade) or better by a nationally recognized rating agency and (l) investment funds investing substantially all of their assets in Cash Equivalents of the kinds described in clauses (a) through (k) of this definition.

In the case of Investments by the Canadian Guarantor or by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through (l) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by the Canadian Guarantor or by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (a) through (l) and in this paragraph.

Notwithstanding the foregoing, Cash Equivalents shall also include amounts denominated in currencies other than those set forth in clause (a) above, provided that such amounts are converted into Dollars as promptly as practicable and in any event within ten (10) Business Days following the receipt of such amounts.

“ Cash FILO Term Loans ”: as defined in Section 2.1.

“ Cash Management Services ”: any treasury, depositary, pooling, netting, overdraft, stored value card, purchase card (including so-called “procurement cards” or “P-cards”), debit card, credit card, cash management and similar services and any automated clearing house transfer of funds.

“ CFC ”: a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“ Change in Law ”: (a) the adoption of any law, rule or regulation after the date of this Agreement or, if later, the date on which the applicable Lender or the applicable Issuing Bank becomes a Lender or an Issuing Bank hereunder (a “ Later Date ”), (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or, if later, the date on which the applicable Lender or the applicable Issuing Bank becomes a Lender or an Issuing Bank hereunder, or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.18(b), by any lending office of such Lender or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement or, if later, the date on which the applicable Lender or the applicable Issuing Bank becomes a Lender or an Issuing Bank hereunder. Notwithstanding anything herein to the contrary (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted, issued or implemented.

“ Change of Control ”: the occurrence of any of the following events: (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act,

but excluding any employee benefit plan of Holdings or any of its Subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) shall become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Capital Stock representing more than 51% of the ordinary voting power for the election of directors of Holdings (determined on a fully diluted basis but not giving effect to contingent voting rights which have not vested); (b) Parent shall cease to own and control, of record and beneficially, directly, 100% of each class of outstanding Capital Stock of the ABL Administrative Borrower free and clear of all Liens (except Permitted Liens); (c) Holdings shall cease to beneficially own (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly

or indirectly) and control, directly or indirectly, 100% of each class of outstanding Capital Stock of the Parent; or (d) a Specified Change of Control.

“ Class ”: as applicable with respect to a Facility (a) when used with respect to Lenders, the Lenders under such Facility, (b) when used with respect to Commitments, Commitments to provide such Facility and (c) when used with respect to Loans or Borrowings, Loans or Borrowings under such Facility.

“ Closing Date ”: the date on which the conditions precedent set forth in Section 4.1 shall have been satisfied or waived, which date is February 28, 2018.

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

“ Co-Documentation Agents ”: as defined in the preamble hereto.

“ Collateral ”: all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document. The term “Collateral” shall not include any Excluded Assets.

“ Collateral Access Agreement ”: a landlord waiver or other agreement, in a form as shall be reasonably satisfactory to the Administrative Agent, between the Administrative Agent and any third party (including any bailee, consignee, customs broker, or other similar Person) in possession of any Collateral or any landlord of any premises where any Collateral is located, as such landlord waiver or other agreement may be amended, restated, or otherwise modified from time to time.

“ Collateral Account ”: as defined in Section 2.15(k).

“ Collateral Agent ”: as defined in the preamble hereto.

“ Commitment ”: with respect to any Lender, such Lender’s Revolving Credit Commitment, FILO Term Loan Commitment and Extended Revolving Credit Commitment.

“ Commitment Fee ”: as defined in Section 2.14.

“ Commitment Fee Applicable Period ”: as defined in the Commitment Fee Grid.

“ Commitment Fee Grid ”: the commitment fee grid attached hereto as Annex B.

“ Commodity Exchange Act ”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“ Commonly Controlled Entity ”: an entity, whether or not incorporated, that is under common control with the ABL Administrative Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the ABL Administrative Borrower and that is treated as a single employer under Sections 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ Company Intellectual Property ”: as defined in Section 3.9.

“ Compliance Certificate ”: a certificate duly executed by a Responsible Officer, substantially in the form of Exhibit A.

“ Consolidated Current Assets ”: of the ABL Administrative Borrower at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the ABL Administrative Borrower and its Restricted Subsidiaries at such date.

“ Consolidated Current Liabilities ”: of the ABL Administrative Borrower at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the ABL Administrative Borrower and its Restricted Subsidiaries at such date, excluding, to the extent otherwise included therein (a) the current portion of any Funded Debt and (b) Revolving Credit Loans, Swingline Loans and obligations under Letters of Credit hereunder or under any other revolving credit facilities or revolving lines of credit.

“ Consolidated EBITDA ”: of the ABL Administrative Borrower for any period (a) Consolidated Net Income of the ABL Administrative Borrower and its Restricted Subsidiaries for such period plus (b) without duplication and to the extent deducted in determining such Consolidated Net Income for such period (except with respect to clauses (xii) and (xiv) below), the sum of

(i) provision for taxes based on income, profits or capital of the ABL Administrative Borrower and the Restricted Subsidiaries, including state, franchise and similar taxes for such period,

(ii) total interest expense (net of interest income to the extent not already included in total interest expense for such period) and, to the extent not reflected in such total interest expense, increased by payments made in respect of hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk (minus any payments received in respect of such hedging obligations or other derivative instruments), amortization or write off of debt discount and debt issuance costs and commissions and discounts and other fees and charges (including bank fees) associated with Indebtedness (including (A) the Revolving Credit Loans, the FILO Term Loans and obligations in respect of Letters of Credit, and (B) the loans under the Term Loan Credit Agreement),

(iii) depreciation and amortization expense,

(iv) amortization of intangibles (including, but not limited to, goodwill) and organization costs,

(v) any unusual or non-recurring expenses or losses,

(vi) any expenses or charges related to any issuance or sale or redemption or repurchase of Capital Stock, Investment, Disposition, recapitalization or the incurrence of Indebtedness, in each case to the extent permitted by this Agreement and whether or not consummated, and any amendment or modification to the terms of any such transactions (and, for the avoidance of doubt, including such fees, expenses or charges related to the Transactions), any other fees or expenses paid in connection with the Transactions, and any fees or expenses paid in connection with direct or indirect sales of Capital Stock of Holdings and, except to the extent intended to benefit Subsidiaries of Holdings other than Parent and its Subsidiaries, other strategic transactions of Holdings (whether or not consummated),

(vii) non-cash compensation expense and any other non-cash charges (including any writeoffs or writedowns),

(viii) any restructuring charges or reserves, costs incurred in connection with the closing or consolidation of any stores, distribution centers or other facilities, relocation costs, integration costs, transition costs, severance costs and expenses;

(ix) costs and expenses not in the ordinary course of business relating to pre-opening and opening costs for stores, and signing, retention and completion bonuses,

(x) one-time start up costs related to new business ventures, costs incurred in connection with strategic initiatives, business optimization costs and costs incurred in connection with non-recurring product and intellectual property development,

(xi) minority interest expense and any other deductions attributable to minority interests,

(xii) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not included in Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such cash receipts or netting arrangement were deducted in the calculation of Consolidated EBITDA pursuant to clause (c) below for any previous period and not otherwise added back,

(xiii) any costs or expenses incurred by the ABL Administrative Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholders agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the ABL Administrative Borrower or net cash proceeds of issuances of Capital Stock of the ABL Administrative Borrower (other than Disqualified Capital Stock), and

(xiv) cost savings, operating expense reductions, other operating improvements and synergies relating to Pro Forma Transactions (to the extent permitted by Section 1.5(c)) and minus ,

(i) interest income on cash and Cash Equivalents and other similar securities (except to the extent deducted in determining total interest expense),

(ii) any unusual or non-recurring income or gains,

(iii) any other non-cash income (other than amounts accrued in the ordinary course of business consistent under accrual-based revenue recognition procedures in accordance with GAAP) excluding any such income that represents the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced Consolidated EBITDA in any prior period, and

(iv) all cash payments made during such period on account of non-cash charges added to Consolidated Net Income pursuant to clause (b)(vii) above in such period or in a prior period,

all as determined on a consolidated basis. The aggregate amount of add backs made pursuant to clause (b)(viii), (ix), (x) and (xiv) in any Test Period shall not exceed 10% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to such capped add back, but after giving effect to all other add backs).

“ Consolidated Net First Lien Leverage Ratio ”: as at any date of determination, the ratio of (a) (i) the aggregate principal amount of Consolidated Total Debt on such date (including, for the avoidance of doubt, any Term Loans, Revolving Credit Loans and FILO Term Loans) that is secured by Liens on any assets of the ABL Administrative Borrower or its Restricted Subsidiaries that are not contractually subordinated in right of security to any other Liens on such assets less (ii) the aggregate amount of Unrestricted Cash (not to exceed $150,000,000) on such date to (b) Consolidated EBITDA of the ABL Administrative Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date.

“ Consolidated Net Income ”: of the ABL Administrative Borrower for any period, the consolidated net income (or loss) of the ABL Administrative Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided , that in calculating Consolidated Net Income of the ABL Administrative Borrower and its consolidated Restricted Subsidiaries for any period, there shall be excluded, without duplication,

(a) the income (or deficit) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the ABL Administrative Borrower or is merged into or consolidated with the ABL Administrative Borrower or any of its Restricted Subsidiaries,

(b) the income (or deficit) of any Person (other than a Restricted Subsidiary of the ABL Administrative Borrower) in which the ABL Administrative Borrower or any of its

Restricted Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the ABL Administrative Borrower or a Restricted Subsidiary in the form of dividends or distributions,

(c) solely for the purpose of determining Excess Cash Flow, the undistributed earnings of any Restricted Subsidiary of the ABL Administrative Borrower (other than a Subsidiary Guarantor) to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than any Loan Document or any Term Loan Document) or Requirement of Law applicable to such Restricted Subsidiary unless such restriction or prohibition with respect to the declaration or payment of dividends or similar distributions has been legally waived ( provided that Consolidated Net Income will be increased by the amount of dividends or other distributions to the ABL Administrative Borrower or a Restricted Subsidiary not subject to such restriction or prohibition in respect of such period, to the extent not already included therein),

(d) any net unrealized gains and losses resulting from obligations under Hedge Agreements or other derivative instruments and the application of Statement of Financial Accounting Standards Board Accounting Standards Codification 815 (Derivatives and Hedging),

(e) effects of adjustments (including the effects of such adjustments pushed down to the ABL Administrative Borrower and the Restricted Subsidiaries) in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes,

(f) any net after-tax non-cash income (or loss) from discontinued operations,

(g) any net after-tax gains or losses attributable to asset Dispositions (including any Disposition of any Capital Stock of any Person) (in each case, other than in the ordinary course of business, as determined in good faith by the ABL Administrative Borrower),

(h) any impairment charge or asset write-off, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP,

(i) any net after-tax extraordinary gains or losses or expenses, and

(j) any net gain or loss resulting from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedging agreements for currency exchange risk) and any foreign currency translation gains or losses.

In addition, to the extent not already included in the Consolidated Net Income of such Person or its Subsidiaries, notwithstanding anything to the contrary in the foregoing (but

without duplication of any of the foregoing exclusions and adjustments), Consolidated Net Income shall include the amount of (i) proceeds received from business interruption insurance in respect of expenses, charges or losses with respect to business interruption and (ii) reimbursements of any expenses and charges in connection with any Investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder to the extent reducing Consolidated Net Income that are actually received and covered by third-party indemnification or other reimbursement provisions.

“ Consolidated Net Senior Secured Leverage Ratio ”: as at any date of determination, the ratio of (a)(i) the aggregate principal amount of Consolidated Total Debt on such date that is secured by Liens on any assets of the ABL Administrative Borrower or its Restricted Subsidiaries less (ii) the aggregate amount of Unrestricted Cash (not to exceed $150,000,000) on such date to (b) Consolidated EBITDA of the ABL Administrative Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date.

“ Consolidated Net Total Leverage Ratio ”: as at any date of determination, the ratio of (a)(i) the aggregate principal amount of Consolidated Total Debt on such date less (ii) the aggregate amount of Unrestricted Cash (not to exceed $150,000,000) on such date to (b) Consolidated EBITDA of the ABL Administrative Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date.

“ Consolidated Total Debt ”: at any date an amount equal to the sum of, without duplication, (a) the aggregate outstanding principal amount of all Indebtedness of the ABL Administrative Borrower and its Restricted Subsidiaries at such date that would be classified as a liability on the consolidated balance sheet of the ABL Administrative Borrower, in accordance with GAAP, consisting of Indebtedness for borrowed money (other than intercompany Indebtedness (i) among Parent and its Subsidiaries and (ii) between Holdings and any of its Subsidiaries to the extent (in the case of this clause (ii)) outstanding on the Closing Date), unreimbursed obligations in respect of drawn letters of credit, Capital Lease Obligations and Indebtedness secured by Purchase Money Security Interests and (b) the aggregate outstanding principal amount of the Convertible Senior Notes (or, without duplication of clause (a), any refinancing thereof with Indebtedness for which the ABL Administrative Borrower or any of its Restricted Subsidiaries is an obligor); provided that (x) any unreimbursed amount under letters of credit shall not be counted as Consolidated Total Debt until expiration of the applicable reimbursement period after such amount is drawn (it being understood that any borrowing of loans, whether automatic or otherwise, to fund such reimbursement shall be counted) and (y) any Indebtedness that has been legally defeased or Effectively Discharged or in respect of which satisfaction or discharge has taken place will not constitute “Consolidated Total Debt”.

“ Consolidated Working Capital ”: at any date, the difference of (a) Consolidated Current Assets of the ABL Administrative Borrower on such date less (b) Consolidated Current Liabilities of the ABL Administrative Borrower on such date.

“ Contractual Obligation ”: with respect to any Person, any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

“ Convertible Notes Indenture ”: as defined in the definition of “Convertible Senior Notes”.

“ Convertible Notes Trustee ”: as defined in the definition of “Convertible Senior Notes”.

“ Convertible Senior Notes ”: the 1.50% Convertible Senior Notes due August 15, 2020 issued under that certain indenture dated as of August 10, 2015, among Holdings, Parent, the ABL Administrative Borrower and the other subsidiaries party thereto, and Bank of New York Mellon Trust Company, N.A., as trustee (the “ Convertible Notes Trustee ” and such indenture, the “ Convertible Notes Indenture ”) and having an aggregate outstanding principal amount not to exceed (i) $190,000,000 less (ii) any repayments, prepayments, retirements, reductions, redemptions or other acquisitions thereof following the Closing Date.

“ Cost ”: the calculated cost of purchases, based upon the ABL Administrative Borrower’s accounting practices as reflected in the most recent financial statements delivered pursuant to Section 5.1(a).

“ Covenant Trigger Date ”: any date that Availability falls below the greater of (a) 12.5% of the Line Cap and (b) $12,500,000.

“ Credit Card Processor ”: any Person (other than a Loan Party or any Affiliate of any Loan Party) who issues or whose members or Affiliates issue credit or debit cards, including MasterCard or VISA bank credit or debit cards or other bank credit or debit cards issued through MasterCard International, Inc., Visa, U.S.A., Inc. or Visa International and American Express, Discover, Diners Club and Carte Blanche.

“ Credit Card Processor Accounts ”: accounts, receivables and/or payment intangibles owing to a Loan Party from a Credit Card Processor, which shall include in any event payments owing to any Loan Party from a Credit Card Processor that constitute proceeds from the sale or disposition of Inventory of the Loan Parties in the ordinary course of business.

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

“ Cure Amount ”: as defined in Section 7.2.

“ Cure Contributions ”: as defined in Section 7.2.

“ Cure Date ”: as defined in Section 7.2.

“ Cure Right ”: as defined in Section 7.2.

“ Cure Securities ”: as defined in Section 7.2.

“ Customary Intercreditor Agreement ”: (a) to the extent executed in connection with the incurrence of Indebtedness by a Loan Party secured by Liens on the Collateral which are intended to be pari passu with any Liens on the Collateral securing the Term Loan Obligations

(but without regard to the control of remedies or application of payments), (i) the ABL Intercreditor Agreement, and (ii) if there are any Junior Lien Obligations outstanding at the time of such incurrence of secured Indebtedness, the Junior Lien Intercreditor Agreement, (b) to the extent executed in connection with the incurrence of secured Indebtedness by a Loan Party, the Liens on the Collateral securing which are intended to be pari passu with any Liens on the Collateral securing the Obligations (but without regard to the control of remedies), (i) the Pari Passu FILO Intercreditor Agreement, (ii) the ABL Intercreditor Agreement and (iii) if there are any Junior Lien Obligations outstanding at the time of such incurrence of secured Indebtedness, the Junior Lien Intercreditor Agreement and (c) to the extent executed in connection with the incurrence of Junior Lien Obligations, the Junior Lien Intercreditor Agreement.

“ Customer Credit Liabilities ”: at any time, the aggregate remaining balance at such time of (1) outstanding gift certificates and gift cards of the Borrowers and the Canadian Guarantor entitling the holder thereof to use all or a portion of the certificate or gift card to pay all or a portion of the purchase price for any Inventory and (2) outstanding merchandise credits of the Borrowers and the Canadian Guarantor, net of any dormancy reserves maintained by the Borrowers and the Canadian Guarantor on their books and records in the ordinary course of business.

“ Customer Credit Liability Reserves ”: as of any date, 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’ and the Canadian Guarantor’s books and records.

“ Customer Deposits ”: at any time, the aggregate balance at such time of outstanding customer deposits of the Borrowers and the Canadian Guarantor, net of any dormancy reserves maintained by the Borrowers and the Canadian Guarantor on their books and records in the ordinary course of business consistent with past practices.

“ Customer Deposits Reserve ”: as of any date, an amount equal to 100% of the Customer Deposits as reflected in the Borrowers’ and the Canadian Guarantor’s books and records.

“ Customs Broker Agreement ”: an agreement, in form reasonably satisfactory to the Administrative Agent, in which the customs broker or other carrier acknowledges that it has control over and holds the documents evidencing ownership of the subject Inventory for the benefit of the Administrative Agent and agrees, upon notice from the Administrative Agent, to hold and dispose of such Inventory solely as directed by the Administrative Agent.

“ DDA ”: any checking or other demand deposit account maintained by the Loan Parties where the cash proceeds of Eligible Accounts Receivable, Eligible Credit Card Receivables and Eligible Gift Card Receivables and the proceeds of sales of Eligible Inventory are deposited.

“ Debtor Relief Laws ”: the Bankruptcy Code of the United States, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the

Winding Up and Restructuring Act (Canada) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada or other applicable jurisdictions from time to time in effect.

“ Declining Lender ”: as defined in Section 2.13(e).

“ Declined Proceeds : as defined in Section 2.13(f).

“ Default ”: any of the events specified in Section 7, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Defaulting Lender ”: any Lender that (a) has failed, within three Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due 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 the ABL Administrative Borrower or the Administrative Agent 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 written request by the Administrative Agent, 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) to fund prospective Loans (unless such Lender 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) under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Administrative Agent’s receipt of such certification in form and substance reasonably satisfactory to the Administrative Agent, or (d) has become the subject of a Bankruptcy Event or Bail-in Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the ABL Administrative Borrower and each other Lender promptly following such determination.

“ Designated Cash Management Reserve ”: as of any date, such reserves as the Administrative Agent determines in its Permitted Discretion to reflect (and in no event to exceed) the then aggregate outstanding cash management exposure of all Cash Management Banks to the relevant Loan Parties under all Cash Management Obligations.

“ Designated Disbursement Account ”: as defined in Section 5.17(c).

“ Designated Hedging Agreement ”: Specified Hedge Agreements that are designated by the Qualified Counterparty and the ABL Administrative Borrower in writing to the Administrative Agent as a “Designated Hedging Agreement” and the Qualified Counterparty shall have provided the MTM value on the date of such designation.

“ Designated Hedging Reserve ”: as of any date, such reserves as the Administrative Agent determines in its Permitted Discretion to reflect (and in no event to exceed) the then aggregate outstanding mark-to-market (“ MTM ”) exposure owed by the relevant Loan Parties to all Qualified Counterparties under all Designated Hedging Agreements. Such exposure shall be the sum of the positive aggregate MTM values to each Qualified Counterparty of all Designated Hedging Agreements with such Qualified Counterparty outstanding at the time of the relevant calculation. The aggregate MTM value to a Qualified Counterparty of all Designated Hedging Agreements with such Qualified Counterparty shall be calculated (1) on a net basis by taking into account the netting provision contained in the ISDA Master Agreement (or other similar agreement) with such Qualified Counterparty and (2) if applicable, by taking into account any master netting agreement or arrangement in place among such Qualified Counterparty, any Subsidiary or Affiliate thereof that is also party to a Designated Hedging Agreement and the relevant Loan Party, in which case the positive aggregate MTM value of all relevant Designated Hedging Agreements to such Qualified Counterparty and such Subsidiaries or Affiliates who are parties to such master netting agreements shall be calculated in respect of all of the relevant Designated Hedging Agreements on a net basis across all such Designated Hedging Agreements, provided that the ABL Administrative Borrower (a) certifies to the Administrative Agent that such master netting agreement shall apply to all such Designated Hedging Agreements in all cases including upon the occurrence of an event of default by the relevant Loan Party in respect of any such Designated Hedging Agreement and (b) upon request, provides to the Administrative Agent a copy of the master netting agreement. In calculating the positive aggregate MTM value to a Qualified Counterparty, the value of collateral (other than any Collateral) posted to such Qualified Counterparty in respect of such Designated Hedging Agreements shall be taken into account, such that the value of such collateral shall reduce the MTM value of such Designated Hedging Agreements that is out-of-the-money to the relevant Loan Party by an amount equal to (i) the amount of cash collateral or (ii) the value of non-cash collateral with such value as determined by the relevant Qualified Counterparty or the relevant valuation agent in accordance with the relevant credit support annex or other collateral agreement (for the avoidance of doubt, taking into account any haircut provision applicable to such non-cash collateral), provided that the ABL Administrative Borrower shall provide any supporting documentation for such value as may be reasonably requested by the Administrative Agent. For the avoidance of doubt, if the MTM value of all Designated Hedging Agreements with a Qualified Counterparty is a negative amount to such Qualified Counterparty (i.e., if all such Designated Hedging Agreements with such Qualified Counterparty are in-the-money to the relevant Loan Party on a net basis), such MTM value shall be treated as zero in calculating the amount of the Designated Hedging Reserves. The MTM value of a Designated Hedging Agreement for this purpose shall be calculated and provided to the Administrative Agent, the relevant Loan Party and the ABL Administrative Borrower together with the supporting calculations therefor promptly (but in any case not later than three Business Days) following (x) the last calendar day of each calendar month and (y) such other date on which a request was

made by the Administrative Agent, the relevant Loan Party or ABL Administrative Borrower, as applicable, for such MTM value, which shall be used by the Administrative Agent in calculating the relevant portion of the Designated Hedging Reserves. If a Qualified Counterparty fails to provide the MTM value of a Designated Hedging Agreement within the relevant timeframe specified above, then the Administrative Agent (I) shall give the ABL Administrative Borrower notice thereof within three Business Days from the date such Qualified Counterparty was required to provide such MTM value and (II) may (but is not obligated to) provide, upon receiving from the ABL Administrative Borrower or the relevant Loan Party all of the information reasonably determined by the Administrative Agent as being necessary to determine the MTM value of the relevant Designated Hedging Agreement, a proposed MTM value of the relevant Designated Hedging Agreement within such three Business Day period. If the Administrative Agent agrees to provide such a proposed MTM value and the ABL Administrative Borrower does not notify the Administrative Agent within three Business Days from receipt thereof that it does not agree with such MTM value, then the Administrative Agent shall use such MTM value in calculating the relevant portion of the Designated Hedging Reserves.

“ Dilution Factors ”: without duplication, with respect to any period, the aggregate amount of all deductions, credit memos, discounts, returns, adjustments, allowances, bad debt write-offs and other non-cash credits (including all volume discounts, trade discounts and rebates) that are recorded to reduce Accounts of the Borrowers and the Canadian Guarantor in a manner consistent with current and historical accounting practices of the Borrowers and the Canadian Guarantor.

“ Dilution Ratio ”: at any time, the amount (expressed as a percentage) equal to (1) the aggregate amount of the applicable Dilution Factors in respect of the Accounts of the Borrowers and the Canadian Guarantor for the most recently ended 12 fiscal month period divided by (2) total gross sales of the Borrowers and the Canadian Guarantor for such most recently ended 12 fiscal month period; provided that (a) at any time the Dilution Ratio is calculated to be 5% or less, such Dilution Ratio will be deemed to be zero and (b) at any time the Dilution Ratio is calculated to be greater than 5%, such Dilution Ratio shall be limited to the actual incremental percentage above 5%.

“ Dilution Reserve ”: at any date, the product of (1) the applicable Dilution Ratio at such time multiplied by (2) the aggregate amount of Eligible Accounts Receivable at such time.

“ Disposition ”: with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof (excluding Liens); and the terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

would constitute Disqualified Capital Stock, in each case, prior to the date that is 91 days after the then Latest Maturity Date at the time of issuance, except, in the case of clauses (i) and (ii), if as a result of a change of control event or asset sale or other Disposition or casualty event, so long as any rights of the holders thereof to require the redemption thereof upon the occurrence of such a change of control event or asset sale or other Disposition or casualty event are subject to the prior payment in full of the Obligations; provided that if such Capital Stock is issued pursuant to a plan for the benefit of employees of Parent, the ABL Administrative Borrower or any of its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by Parent, the ABL Administrative Borrower or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“ Disqualified Institution ”:

(a) any Person that is or controls a competitor of the ABL Administrative Borrower or any of its Subsidiaries and is identified by the ABL Administrative Borrower in writing to the Administrative Agent from time to time on or after the Closing Date; or

(b) any Affiliate of any of the foregoing Persons that is (i) reasonably identifiable solely on the basis of the similarity of such Affiliate’s name (but excluding any such Affiliate that is primarily engaged in, or that advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and with respect to which such foregoing Person does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such Affiliate) or (ii) identified by the ABL Administrative Borrower to the Administrative Agent in writing from time to time on or after the Closing Date;

provided that any updates, modifications, deletions and/or supplements to the list of Disqualified Institutions, including the designation of any Disqualified Institution after the Closing Date pursuant to clause (a) or clause (b) above, (x) shall not apply retroactively to disqualify any Lender that has previously acquired an assignment or participation interest in any Revolving Credit Loan, Revolving Credit Commitment or FILO Term Loan (or that is a party to a pending assignment or participation as of the date of such designation), (y) shall be delivered by the ABL Administrative Borrower to JPMDQ_Contact@jpmorgan.com (and failure to so deliver any such update, modification, deletion and/or supplement shall render such update, modification, deletion and/or supplement not received and ineffective) and (z) shall become effective three Business Days after such update, modification, deletion and/or supplement is delivered in accordance with the foregoing clause (y).

“ Distribution Centers ”: the list of locations set forth on Schedule 1.1(a) as of the Closing Date.

“ Distribution Condition ”: with respect to any particular action as to which the satisfaction of the Distribution Condition is being determined, after giving effect to the taking of such action (and the Distribution Condition will be deemed to be satisfied with respect to such

action if), (1) no Event of Default has occurred and is continuing or would immediately result from such action, (2) Availability on a pro forma basis on the date of such proposed action and average daily Availability for the 30-day period prior to such action (calculated on a pro forma basis assuming such action occurred on the first day of such 30-day period), in each case, would be at least the greater of (a) 15% of the Line Cap then in effect and (b) $15,000,000, (3) the Fixed Charge Coverage Ratio would be at least 1.0 to 1.0 on a Pro Forma Basis giving effect to the subject action; provided that compliance with the Fixed Charge Coverage Ratio will not be required if after giving effect to the taking of such action, Availability on a pro forma basis on the date of such proposed action and average daily Availability for the 30-day period prior to such action (calculated on a pro forma basis assuming such action occurred on the first day of such 30-day period), in each case, would be at least the greater of (a) 20% of the Line Cap then in effect and (b) $20,000,000, and (4) the Administrative Agent has received a certificate from a Responsible Officer of the ABL Administrative Borrower certifying as to the calculations and satisfaction of the conditions set forth in foregoing clauses (1) through and including (3) above.

“ Dollars ” and “ $ ”: lawful currency of the United States of America.

“ Domestic Subsidiary ”: a Restricted Subsidiary that is incorporated, organized or otherwise formed under the laws of the United States, any State thereof or the District of Columbia.

“ Dominion Account ”: as defined in Section 5.17.

“ ECF Percentage ”: with respect to any Excess Cash Flow Period, 75%; provided that the ECF Percentage shall be 50% if the Consolidated Net First Lien Leverage Ratio as of the last day of such Excess Cash Flow Period is less than 3.25 to 1.00.

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

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

“ EEA Resolution Authority ”: 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.

been fully settled as of the time of such deposit) with irrevocable instructions from Holdings that the Convertible Notes Trustee make such payments to the holders of the Convertible Senior Notes as the same becomes due in accordance with the Convertible Notes Indenture (provided, however, that (x) such deposit may instead be made with an escrow agent with irrevocable instructions to make such payments to the Convertible Notes Trustee, for the benefit of the holders of the Convertible Senior Notes (it being understood that the Administrative Agent and the Lenders shall be third party beneficiaries of such irrevocable deposit arrangement), as the same becomes due in accordance with the Convertible Notes Indenture; and (y) in either case, such deposit may be subject to arrangements (which arrangements shall be reasonably satisfactory to the Administrative Agent and shall, among other things, provide that neither the ABL Administrative Borrower nor any of its Subsidiaries shall have any rights in any amounts so deposited while such funds remain on deposit) whereby any cash or other property not necessary to pay amounts due on the Convertible Senior Notes as they become due (1) shall be returned to Holdings after none of the Convertible Senior Notes remain outstanding (it being understood that neither the ABL Administrative Borrower nor any of its Subsidiaries shall have any rights to such funds prior to such time) and (2) thereafter, if such deposit was originally funded with the proceeds of Restricted Payments or repayments of Junior Debt made by the ABL Administrative Borrower, shall promptly upon receipt thereof by Holdings be returned or otherwise contributed to the ABL Administrative Borrower); and (ii) Holdings has (or is deemed to have) irrevocably elected, pursuant to Section 14.02(e) of the Convertible Notes Indenture, that the “Settlement Method” applicable to all subsequent conversions of the Convertible Senior Notes will be either “Physical Settlement” or “Combination Settlement” with a “Specified Dollar Amount” (as such terms are defined in the Convertible Notes Indenture) of no more than $1,000 per $1,000 principal amount of Convertible Senior Notes.

“ Eligible Accounts Receivable ”: all Accounts (other than Credit Card Processor Accounts and Gift Card Accounts) of the Borrowers and the Canadian Guarantor that constitute proceeds from the sale or disposition of Inventory (net of volume rebates) in the ordinary course of business and that are reflected in the most recent Borrowing Base Certificate (it being understood that no Reserves will be established that are duplicative of the eligibility criteria below), except that no Account will be an Eligible Account Receivable if:

(1) such Account has been outstanding for more than 90 days after the original invoice date or more than 60 days after the original due date relating to such invoice;

(2) such Account is owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (1) above;

(3) such Account is owed by an Account Debtor that is an Affiliate of any Loan Party or an employee or agent of any Loan Party or any Affiliate of any Loan Party;

(4) such Account is owed by an Account Debtor who is either (i) the United States or any department, agency, or instrumentality of the United States or the federal government of Canada or any department, agency, crown corporation or instrumentality thereof (exclusive, however, of Accounts with respect to which Borrowers or the Canadian Guarantor have complied, to the reasonable satisfaction of the Administrative Agent, with the Assignment of Claims Act, 31

USC §3727 or the Financial Administration Act (Canada), as applicable), or (ii) any state of the United States or province or territory of Canada or any other Governmental Authority not covered by the preceding clause (i) (exclusive, however, of Accounts with respect to which (x) the Borrowers or the Canadian Guarantor have complied with any applicable State, provincial or local laws comparable to the foregoing) or (y) provincial or local law does not restrict or render ineffective assignment of such Accounts;

(5) such Account is owed by an Account Debtor whose total obligations together with those of its Affiliates owing to Loan Parties exceed 15% of all Eligible Accounts Receivable, to the extent of the obligations owing by such Account Debtor and its Affiliates in excess of such percentage; provided , that in each case, the amount of Eligible Accounts Receivable that are excluded because they exceed the foregoing percentage shall be determined by Administrative Agent based on all of the otherwise Eligible Accounts Receivable of all types prior to giving effect to any eliminations based upon the foregoing concentration limit;

(6) such Account is not subject to the first priority (other than a Lien permitted under Section 6.3(a), 6.3(b), 6.3(i), 6.3(j), 6.3(m), 6.3(cc) or 6.3(ee)), valid and perfected Lien of the Administrative Agent as to such Account;

(7) a Loan Party does not have good, valid and marketable title thereto, free and clear of any Lien (other than (a) Liens granted to the Administrative Agent, for its own benefit and the benefit of the other Secured Parties pursuant to the Security Documents, (b) a Lien permitted under Section 6.3(a), 6.3(b), 6.3(i), 6.3(j), 6.3(m), 6.3(cc) or 6.3(ee) or other Permitted Lien arising by operation of law, or (c) a Lien that is permitted under Section 6.3(q)(iii), 6.3(s), 6.3(v), 6.3(x), 6.3(y), 6.3(dd), 6.3(ff), 6.3(hh) or 6.3(ii) and, in each case, junior in priority to the Liens securing the Obligations;

(8) (i) such Account does not constitute the legal, valid and binding obligation of the applicable Account Debtor enforceable in accordance with its terms or (ii) such Account arises in a transaction wherein the goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional;

(9) such Account is owing by a supplier or creditor or is otherwise disputed, or a claim, counterclaim, discount, deduction, reserve, allowance, recoupment or offset has been asserted with respect thereto by the applicable Account Debtor (in each case, only to the extent of the relevant dispute, claim, counterclaim, discount, deduction, reserve, allowance, recoupment or offset);

(10) such Account is owed by an Account Debtor that is subject to a bankruptcy proceeding of the type specified in Section 7.1(f) or that is liquidating, dissolving or winding up its affairs or otherwise deemed not creditworthy by the Administrative Agent in its Permitted Discretion;

(11) such Account does not conform with a covenant or representation contained in this Agreement or the Guarantee and Collateral Agreement as to such Account;

(12) such Account is evidenced by Chattel Paper or an Instrument (each as defined in the Guarantee and Collateral Agreement) of any kind, or has been reduced to judgment;

(13) such Account includes a billing for interest, fees or late charges, but ineligibility will be limited to the extent thereof;

(14) such Account arises out of the Pfizer prepaid customer stability program (for so long as the revenue related thereto constitutes deferred revenue);

(15) such Account is owed by an Account Debtor which is owed sums by the ABL Administrative Borrower and its Restricted Subsidiaries (with ineligibility limited to the amount owed to such Account Debtor by the ABL Administrative Borrower and its Restricted Subsidiaries);

(16) such Account is owed by a franchisee which is in default under its franchise agreement (to the extent a Reserve has not otherwise been established with respect thereto);

(17) such Account represents amounts owed by the national advertising fund related to marketing activities of the ABL Administrative Borrower and its Subsidiaries;

(18) such Account represents interest, principal or finance charges owed by franchisees;

(19) such Account represents rent due from franchisees;

(20) such Account is owed by an Account Debtor that is a Sanctioned Person or on any specially designated nationals list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or a similar list maintained by the Government of Canada, or, to the knowledge of the ABL Administrative Borrower, the applicable Borrower or Canadian Guarantor is not able to bring suit or enforce remedies against the Account Debtor through judicial or arbitral process;

(21) such Account is owed by an Account Debtor that is organized outside of the United States or Canada, unless (x) such Account is supported by a letter of credit (delivered to and directly drawable by the Administrative Agent) reasonably satisfactory to the Administrative Agent, or (y) the billing in respect of such Account is made to a branch or office of such Account Debtor that is located in the United States or Canada;

(22) the goods giving rise to such Account have not been delivered to the Account Debtor or to a third party (to the extent title passes to the Account Debtor upon delivery to such third party), the goods giving rise to such Account have been returned by the Account Debtor, or it otherwise does not represent a final sale (it being understood that the returnability of good will not give rise to a transaction not representing a final sale) or title to the goods has not passed to the Account Debtor;

(23) its payment has been extended beyond the terms set forth in the invoice related thereto (and in any event if its payment has been extended beyond 90 days after the original invoice date or 60 days after the original due date relating to such invoice);

(24) such Account is an Account in respect of which there are unapplied collections (with ineligibility limited to the amount of such unapplied collections);

(25) such Account is owed by an Account Debtor with respect to which return reserves are maintained (with ineligibility limited to the amount of such reserve); or

(26) such account has been or is required to be charged or written off as uncollectible in accordance with GAAP.

If any Account at any time ceases to be an Eligible Accounts Receivable, then such Account will promptly be excluded from the calculation of the Borrowing Bases.

Notwithstanding anything to the contrary herein, Eligible Accounts Receivable shall include Eligible Gift Card Receivables after the delivery to the Administrative Agent of a field examination in respect thereof that is reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent (and, for the avoidance of doubt, Eligible Accounts Receivable shall not include Eligible Gift Card Receivables at any time prior to the delivery of such field examination).

“ Eligible Assignee ”: (i) any Lender, any Affiliate of a Lender and any Approved Fund and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933) and which extends credit or buys loans in the ordinary course, other than, in each case, a natural person, a Defaulting Lender or a Disqualified Institution. For the avoidance of doubt, (x) Disqualified Institutions shall be subject to Section 9.4(h) and (y) in no event shall Parent, the ABL Administrative Borrower or any of their Subsidiaries or Affiliates be an Eligible Assignee.

“ Eligible Credit Card Receivables ”: all Credit Card Processor Accounts (net of all associated fees) of the Borrowers and the Canadian Guarantor that constitute proceeds from the sale or disposition of Inventory in the ordinary course of business and that are reflected in the most recent Borrowing Base Certificate (it being understood that no Reserves will be established that are duplicative of the eligibility criteria below), except that no Credit Card Processor Account will be an Eligible Credit Card Receivable if:

(1) such Credit Card Processor Account has been outstanding for more than five Business Days from the date of sale;

(2) such Credit Card Processor Account is not subject to the first priority (other than a Lien permitted under Section 6.3(a), 6.3(b), 6.3(i), 6.3(j), 6.3(m), 6.3(cc) or 6.3(ee)), valid and perfected Lien of the Collateral Agent as to such Credit Card Processor Account;

(3) a Loan Party does not have good, valid and marketable title thereto, free and clear of any Lien (other than (a) Liens granted to the Administrative Agent, for its own benefit and

the benefit of the other Secured Parties pursuant to the Security Documents, (b) a Lien permitted under Section 6.3(a), 6.3(b), 6.3(i) 6.3(j), 6.3(m), 6.3(cc) or 6.3(ee) or other Permitted Lien arising by operation of law, or (c) a Lien that is permitted under Section 6.3(q)(iii), 6.3(s), 6.3(v), 6.3(x), 6.3(y), 6.3(dd), 6.3(ff), 6.3(hh) or 6.3(ii) and, in each case, junior in priority to the Liens securing the Obligations);

(4) such Credit Card Processor Account does not constitute the legal, valid and binding obligation of the applicable Credit Card Processor enforceable in accordance with its terms;

(5) such Credit Card Processor Account is disputed, or a claim, counterclaim, discount, deduction, reserve, allowance, recoupment, offset or chargeback has been asserted with respect thereto by the applicable Credit Card Processor (but only to the extent of such dispute, claim, counterclaim, discount, deduction, reserve, allowance, recoupment, offset or chargeback);

(6) such Credit Card Processor Account is owed by a Credit Card Processor that is subject to a bankruptcy proceeding of the type specified in Section 7.1(f) or that is liquidating, dissolving or winding up its affairs or otherwise deemed not creditworthy by the Administrative Agent in its Permitted Discretion;

(7) such Credit Card Processor Account does not conform with a covenant or representation contained in this Agreement or the Guarantee and Collateral Agreement as to such Credit Card Processor Account;

(8) such Credit Card Processor Account is evidenced by Chattel Paper or an Instrument (each as defined in the Guarantee and Collateral Agreement) of any kind, or has been reduced to judgment;

(9) such Credit Card Processor Account includes a billing for interest, fees or late charges, but ineligibility will be limited to the extent thereof;

(10) such Credit Card Processor Account is owed by a Credit Card Processor that is organized outside of the U.S. or Canada; or

(11) such Credit Card Processor Account has been or is required to be charged or written off as uncollectible in accordance with GAAP.

Anything contained herein to the contrary notwithstanding, for purposes of determining the amount of Eligible Credit Card Receivables in the Borrowing Bases at any time, any Credit Card Processor Account that otherwise meets the requirements for Eligible Credit Card Receivables may be included in such calculation even though the same does not constitute proceeds from the sale or disposition of Inventory; provided that such amount will be subject to adjustment as may be required by the Administrative Agent at any time and from time to time to reflect such fact. To the extent requested by the Administrative Agent, a notice reasonably satisfactory to the Administrative Agent and the ABL Administrative Borrower shall be sent to each Credit Card Processor with respect to the Liens created under the Security Documents.

If any Credit Card Processor Account at any time ceases to be an Eligible Credit Card Receivable, then such Credit Card Processor Account will promptly be excluded from the calculation of the Borrowing Bases.

“ Eligible Gift Card Receivables ”: all Gift Card Accounts of the Borrowers and the Canadian Guarantor that constitute proceeds from the sale or disposition of Loan Party gift cards pursuant to a Gift Card Agreement and that are reflected in the most recent Borrowing Base Certificate, except that no Gift Card Account will be an Eligible Gift Card Receivable if:

1. such Gift Card Account has been outstanding for more than 90 days from the date of sale of the relevant gift cards;

2. such Gift Card Account is not subject to the first priority (subject to a Lien permitted under Section 6.3(a), 6.3(b), 6.3(i), 6.3(j), 6.3(m), 6.3(cc) or 6.3(ee)), valid and perfected Lien of the Collateral Agent as to such Account;

3. a Loan Party does not have good, valid and marketable title thereto, free and clear of any Lien (other than (a) Liens granted to the Collateral Agent, for its own benefit and the benefit of the other Secured Parties pursuant to the Security Documents, (b) a Lien permitted under Section 6.3(a), 6.3(b), 6.3(i), 6.3(j), 6.3(m), 6.3(cc) or 6.3(ee), or other Permitted Lien arising by operation of law, or (c) a Lien that is permitted under Section 6.3(q)(iii), 6.3(s), 6.3(v), 6.3(x), 6.3(y), 6.3(dd), 6.3(ff), 6.3(hh) or 6.3(ii) and, in each case, junior in priority to the Liens securing the Obligations);

4. such Gift Card Account does not constitute the legal, valid and binding obligation of the applicable Gift Card Administrator enforceable in accordance with its terms;

5. such Gift Card Account is disputed, or a claim, counterclaim, discount, deduction, reserve, allowance, recoupment, offset or chargeback has been asserted with respect thereto by the applicable Gift Card Administrator (but only to the extent of such dispute, claim, counterclaim, discount, deduction, reserve, allowance, recoupment, offset or chargeback);

6. such Gift Card Account is owed by a Gift Card Administrator that is subject to a bankruptcy proceeding of the type specified in Section 7.1(f) or that is liquidating, dissolving or winding up its affairs or otherwise deemed not creditworthy by the Administrative Agent in its Permitted Discretion;

7. such Gift Card Account does not conform with a covenant or representation contained in this Agreement or the Guarantee and Collateral Agreement as to such Gift Card Account;

8. such Gift Card Account is evidenced by Chattel Paper or an Instrument (each as defined in the Guarantee and Collateral Agreement) of any kind, or has been reduced to judgment;

9. such Gift Card Account includes a billing for interest, fees or late charges, but ineligibility will be limited to the extent thereof; or

10. which the Administrative Agent otherwise determines is unacceptable for any reason whatsoever.

If any Gift Card Account at any time ceases to be an Eligible Gift Card Receivable, then such Gift Card Account will promptly be excluded from the calculation of the Borrowing Bases.

“ Eligible Inventory ”: all Inventory of a Borrower or the Canadian Guarantor reflected in the most recent Borrowing Base Certificate (it being understood that no Reserves will be established that are duplicative of the eligibility criteria below), except that no item of Inventory will be Eligible Inventory if such item:

(1) is not subject to the first priority (other than a Lien permitted under Section 6.3(a), 6.3(b), 6.3(i), 6.3(j), 6.3(m), 6.3(cc) or 6.3(ee)), valid and perfected Lien of the Collateral Agent as to such Inventory;

(2) a Loan Party does not have good, valid and marketable title thereto, free and clear of any Lien (other than (a) Liens granted to the Collateral Agent, for its own benefit and the benefit of the other Secured Parties pursuant to the Security Documents, (b) a Lien permitted under Section 6.3(a), 6.3(b), 6.3(i), 6.3(j), 6.3(m), 6.3(cc) or 6.3(ee) or other Permitted Lien arising by operation of law, or (c) a Lien that is permitted under Section 6.3(q)(iii), 6.3(s), 6.3(v), 6.3(x), 6.3(y), 6.3(dd), 6.3(ff), 6.3(hh) or 6.3(ii) and, in each case, junior in priority to the Liens securing the Obligations);

(3) is slow moving (other than Inventory located at a clearance center that has been appropriately priced consistent with the Borrowers’ customary practices), obsolete, unmerchantable, defective, used or unfit for sale;

(4) does not conform in all material respects to the representations and warranties contained in this Agreement or the Guarantee and Collateral Agreement;

(5) is not owned only by one or more Loan Parties;

(6) is not finished goods or bulk inventory or raw materials, or which constitutes work-in-process, packaging and shipping material, supplies, samples, prototypes, bags, displays or display items, bill-and-hold goods, goods that are returned or marked for return (but not held for resale), or which constitutes goods held on consignment, or goods which are not of a type held for sale in the ordinary course of business;

(7) is not located in the United States or Canada (other than to the extent that it is in-transit to the United States or Canada and is not deemed ineligible in accordance with clause (12) of this definition);

(8) (a) is located at any location (other than a retail store or Distribution Center) leased by a Borrower or the Canadian Guarantor, unless (x) the lessor has delivered to the Collateral Agent a Collateral Access Agreement as to such location or (y) a Reserve for rent, charges, and other amounts due or to become due with respect to such location has been established by the Administrative Agent in its Permitted Discretion, (b) is located at a retail store leased by a Borrower

or the Canadian Guarantor and such location is in a Landlord Lien State, unless a Reserve for rent, charges, and other amounts due or to become due with respect to such location has been established by the Administrative Agent in its Permitted Discretion, or (c) after the date that is 120 days after the Closing Date, is located at a Distribution Center leased by a Borrower or the Canadian Guarantor and such location is in a Landlord Lien State, unless a Reserve for rent, charges, and other amounts due or to become due with respect to such location has been established by the Administrative Agent in its Permitted Discretion;

(9) is located in any third-party warehouse or is in the possession of a bailee (other than a third-party processor) and is not evidenced by a Document (as defined in Article 9 of the UCC) or “document of title” (as defined in the PPSA), unless (x) the warehouseman or bailee has delivered to the Collateral Agent a Collateral Access Agreement as to such location or (y) an appropriate Reserve (including for rent, charges and other amounts due or to become due with respect to such location) has been established by the Administrative Agent in its Permitted Discretion;

(10) is being processed offsite at a third party location or outside processor, or is in-transit to or from said third party location or outside processor;

(11) is the subject of a consignment by any Loan Party as consignor;

(12) is in transit, except that Inventory in transit will not be deemed ineligible if:

(a) it has been shipped (i) from a foreign location (other than Canada or the United States) for receipt by any Borrower or the Canadian Guarantor in Canada or the United States within forty-five (45) days of the date of shipment (and such shipment has not been delayed beyond such forty-five (45) day delivery time), or (ii) from a Canadian or United States location for receipt by any Borrower or the Canadian Guarantor in Canada or the United States within fifteen (15) days of the date of shipment (and such shipment has not been delayed beyond such fifteen (15) day delivery time), but, in either case, which has not yet been delivered to such Borrower or the Canadian Guarantor;

(b) it has been paid for in advance of shipment or is not being shipped by a carrier owned by or affiliated with the vendor;

(c) legal ownership thereof has passed to the applicable Borrower or the Canadian Guarantor (or is retained by the applicable Borrower or the Canadian Guarantor) as evidenced by customary documents of title and such Inventory is not sold by a vendor that has a right to reclaim, divert shipment of, repossess, stop delivery, claim any reservation of title or otherwise assert Lien rights against such Inventory, or with respect to whom any Borrower or the Canadian Guarantor is in default of any obligations;

(d) either (i) such Inventory is subject to a negotiable document of title, in form reasonably satisfactory to the Administrative Agent, which shall, except as otherwise agreed by the Administrative Agent in its Permitted Discretion, have been endorsed to the Administrative Agent or an agent acting on its behalf or (ii) such Inventory is evidenced by a non-negotiable document of title, seaway bill, airway bill or other bill of lading in form reasonably acceptable to the Administrative Agent, or other shipping document reasonably acceptable to the Administrative Agent, which names the Administrative Agent as consignee

(and/or if requested by the Administrative Agent, a Customs Broker Agreement shall have been delivered to Administrative Agent with respect thereto);

(d) it is insured to the reasonable satisfaction of the Administrative Agent; and

(e) it will be subject to the valid and perfected Lien of the Collateral Agent upon delivery to the applicable Borrower or the Canadian Guarantor.

(13) constitutes operating supplies, repair parts, labels or miscellaneous spare parts or other such materials not considered for sale in the ordinary course of business;

(14) is not reflected in a current perpetual inventory report (other than in transit Inventory that is otherwise Eligible Inventory) of the Borrowers or the Canadian Guarantor;

(15) is located at a closed store location;

(16) has an expiration date that has passed or that is estimated by the ABL Administrative Borrower to occur within 30 days after the date of the applicable Borrowing Base Certificate;

(17) represents warehouse and merchandising supplies located at a distribution center;

(18) consists of loyalty program membership cards and media;

(19) constitutes promotional goods not intended for resale; or

(20) has been acquired from a Sanctioned Person on any specially designated nationals list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or a similar list maintained by the Government of Canada.

If any Inventory at any time ceases to be Eligible Inventory, such Inventory will promptly be excluded from the calculation of the Borrowing Bases.

“ Engagement Letter ”: that certain Engagement Letter, dated as of February 23, 2018 (as amended, restated, modified or otherwise supplemented from time to time), by and among Parent and the Arrangers.

“ Environmental Laws ”: any and all laws, rules, orders, regulations, statutes, ordinances, enforceable guidelines, codes, decrees, or other legally enforceable requirements of any international authority, foreign government, the United States or Canada, or any state, provincial, territorial, local, municipal or other governmental authority, regulating, relating to or imposing liability or standards of conduct for protection of the environment or of human health, or employee health and safety (as it relates to exposure to Hazardous Materials).

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

“ Environmental Permits ”: any and all permits, licenses, approvals, registrations, and other authorizations of a Governmental Authority required under any Environmental Law.

“ ERISA ”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ Equivalent Amount ”: as defined in Section 1.8(c).

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

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

“ Event of Default ”: any of the events specified in Section 7, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Excess Cash Flow ”: for any Excess Cash Flow Period, the excess, if any, of:

(a) the sum, without duplication, of:

(i) Consolidated Net Income of the ABL Administrative Borrower and its Restricted Subsidiaries for such period,

(ii) the amount of all non-cash charges (including, without limitation, depreciation and amortization) deducted in arriving at such Consolidated Net Income, but excluding any such non-cash charges representing an accrual or reserve for potential cash items in any future period and excluding amortization of a prepaid cash item that was paid in a prior period,

(iii) the amount of the net decrease, if any, in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions or Dispositions by the ABL Administrative Borrower and the Restricted Subsidiaries completed during such period or the application of purchase accounting) and

(iv) the aggregate net amount of non-cash loss on the Disposition of Property by the ABL Administrative Borrower and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income, minus

(b) the sum, without duplication, of:

(i) the amount of all non-cash credits and gains included in arriving at such Consolidated Net Income (excluding any such non-cash credits and gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Net Income in any prior period) and the amount of all cash expenses, charges and losses excluded from Consolidated Net Income by virtue of the definition thereof,

(ii) the aggregate amount actually paid by the ABL Administrative Borrower and its Restricted Subsidiaries in cash during such fiscal year on account of Capital Expenditures or acquisitions of Intellectual Property, in each case except to the extent funded with the proceeds of Funded Debt (other than Funded Debt consisting of revolving Indebtedness),

(iii) the aggregate amount of all scheduled principal payments of Funded Debt (including, without limitation, the principal component of payments in respect of Capital Lease Obligations constituting Funded Debt (but excluding the Scheduled Repayment Amount)) of the ABL Administrative Borrower and its Restricted Subsidiaries made during such fiscal year, in each case except to the extent funded with the proceeds of Funded Debt (other than Funded Debt consisting of revolving Indebtedness),

(iv) the amount of the net increase, if any, in Consolidated Working Capital for such period (other than any such increases arising from acquisitions or Dispositions by the ABL Administrative Borrower and the Restricted Subsidiaries completed during such period or the application of purchase accounting),

(v) the aggregate net amount of non-cash gain on the Disposition of Property by the ABL Administrative Borrower and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income,

(vi) cash payments made during such period in respect of long-term liabilities (other than Funded Debt) of the ABL Administrative Borrower and its Restricted Subsidiaries to the extent such payments were not expensed during such period or are not deducted in determining Consolidated Net Income, except to the extent funded with the proceeds of Funded Debt (other than Funded Debt consisting of revolving Indebtedness),

(vii) the aggregate amount actually paid by the ABL Administrative Borrower and its Restricted Subsidiaries in cash during such fiscal year on account of Investments permitted by Sections 6.8(d), (i), (k)(ii), (l), (m), (w) and (z), in each case except to the extent funded with the proceeds of Funded Debt (other than Funded Debt consisting of revolving Indebtedness),

(viii) an amount equal to the increase in such Consolidated Net Income of the ABL Administrative Borrower and its Restricted Subsidiaries attributable to any cash items excluded pursuant to the application of clause (d) of the definition thereof,

(ix) the aggregate amount actually paid by the ABL Administrative Borrower in cash during such fiscal year on account of Restricted Payments permitted by Sections 6.6(b), (c) and (m), except to the extent funded with the proceeds of Funded Debt (other than Funded Debt consisting of revolving Indebtedness),

(x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the ABL Administrative Borrower and the Restricted Subsidiaries during such period that are made in connection with any prepayment of Indebtedness, to the extent not deducted in determining Consolidated Net Income, and

(xi) the amount of cash taxes paid or tax reserves set aside or payable (without duplication) in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period.

Notwithstanding the foregoing, Excess Cash Flow for any period shall not be reduced for amounts expended by Holdings and its Subsidiaries to purchase Tranche B-2 Term Loans pursuant to Section 9.4(g) of the Term Loan Credit Agreement.

“ Excess Cash Flow Application Date ”: as defined in Section 2.15(g).

“ Excess Cash Flow Period ”: each fiscal year of the ABL Administrative Borrower beginning with the ABL Administrative Borrower’s 2018 fiscal year.

“ Exchange Act ”: the Securities Exchange Act of 1934, as amended.

“ Excluded Accounts ”: as defined in the definition of “Excluded Assets”.

“ Excluded Assets ”: the collective reference to:

1. any interest in leased real property (including, without limitation, any leasehold interests in real property) (except to the extent a security interest in any such interest can be perfected by filing a UCC financing statement);

2. any fee interest in real property if the fair market value of such fee interest (together with improvements), as determined in good faith by the ABL Administrative Borrower on the later of the Closing Date and the date of acquisition thereof by the relevant Loan Party, is less than $5,000,000; provided that the headquarters of the ABL Administrative Borrower located at 300 Sixth Avenue, Pittsburgh, Pennsylvania shall be treated as an Excluded Asset to the extent that granting a Mortgage thereon would require the consent of the existing mortgagee of such property and thereafter such headquarters shall continue to be an Excluded Asset unless the Administrative Agent requests in writing that such headquarters be made subject to a Mortgage;

3. any licenses, franchises, charters and authorizations of a Governmental Authority to the extent a security interest therein under the Loan Documents is prohibited by or would require the consent, license or approval of any Governmental Authority (except to the extent such prohibition or restriction is ineffective under the Uniform Commercial Code or other applicable law);

4. any asset if the granting of a security interest under the Loan Documents in such asset would be prohibited by any (x) law, treaty, rule or regulation (including all applicable regulations and laws regarding assignments of and security interests in, government receivables) or a court or other Governmental Authority or would require the consent, license or approval of any Governmental Authority (other than proceeds thereof, to the extent the assignment of such proceeds is effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition and the assignment of such proceeds is not prohibited by applicable law and does not require the consent, license or approval of any Governmental Authority) or (y) contractual obligation (only to the extent such restriction is binding on such asset (i) on the Closing Date or (i) on the date of the acquisition thereof and not entered into in contemplation thereof) (except to the extent such prohibition or restriction is ineffective under the Uniform Commercial Code or other applicable law);

5. any lease, license or other agreement to the extent that a grant of a security interest therein under the Loan Documents would violate or invalidate such lease, license or agreement (except any such lease, license or agreement among Holdings and its Wholly-Owned Subsidiaries and except to the extent such prohibition or restriction is ineffective under the Uniform Commercial Code or other applicable law);

6. Capital Stock (i) in any Person that is not a Wholly-Owned Subsidiary to the extent the pledge or other granting of a security interest under the Loan Documents in such Capital Stock would be prohibited by, or require a consent or approval under, organizational or governance documents or shareholders’ or similar agreements of or with respect to such Person (except to the extent such prohibition or restriction is ineffective under the Uniform Commercial Code or other applicable law), (ii) that is voting Capital Stock in any Subsidiary described in clause (a) or (d) of the definition of Excluded Subsidiary in excess of 65% of the voting Capital Stock in such Subsidiary and (iii) in Unrestricted Subsidiaries, broker-dealer Subsidiaries, not-for-profit Subsidiaries and captive insurance Subsidiaries;

7. any assets subject to a Lien permitted by Section 6.3(g), 6.3(k), 6.3(t) or 6.3(y) (in the case of a Permitted Refinancing in respect of the Indebtedness secured by any such Liens) to the extent the documents governing such Lien prohibit, or require a consent or approval in order for, such assets to be subject to the Liens created by the Loan Documents (except to the extent such prohibition or restriction is ineffective under the Uniform Commercial Code or other applicable law);

8. any motor vehicles and any other assets subject to a certificate of title (other than proceeds thereof), to the extent a security interest on such motor vehicles or other assets cannot be perfected by filing a UCC or PPSA financing statement;

9. any United States (or Canadian) intent-to-use application for registration of a trademark or service mark prior to the acceptance by the United States Patent and Trademark Office (or the Canadian Intellectual Property Office) of a statement of use or an amendment to allege use, to the extent and for so long as the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of, a Loan Party’s right, title or interest therein or any trademark or service mark registration issued therefrom;

10. assets in circumstances where the Administrative Agent and the ABL Administrative Borrower agree that the difficulty, cost, burden or consequences of obtaining or perfecting a security interest under the Loan Documents in such assets is excessive in relation to the practical benefit to the Lenders afforded thereby;

11. assets to the extent a security interest in such assets under the Loan Documents would reasonably be expected to result in (x) material adverse tax consequences or (y) material adverse regulatory consequences, in each case as reasonably determined in good faith by the ABL Administrative Borrower and consented to by the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed);

12. letter-of-credit rights (except for letter-of-credit rights a security interest in which can be perfected by filing UCC financing statements);

13. any commercial tort claim with a value not in excess of $5,000,000;

14. assets sold or otherwise disposed of to a Person who is not a Loan Party in compliance with Section 6.5;

15. assets owned by a Guarantor after the release of the guaranty of such Guarantor pursuant to Section 9.14(a);

16. “margin stock” within the meaning of Regulation U;

17. segregated trust fund accounts, payroll accounts, accounts used solely for making payments in respect of withholding taxes and employee benefits, trust accounts, and escrow accounts for the benefit of unaffiliated third parties (collectively, the “ Excluded Accounts ”);

18. assets of Unrestricted Subsidiaries, Immaterial Subsidiaries, broker-dealer Subsidiaries, not-for-profit Subsidiaries and captive insurance Subsidiaries;

19. “consumer goods” (as defined in the PPSA); and

20. any Receivables for which the account debtor is incorporated or located in Iran;

referred to in such clause, the assignment of which is expressly deemed effective under Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code or other applicable law and (b) assets described above shall no longer be “Excluded Assets” upon termination of the applicable prohibition or restriction described above that caused such assets to be treated as “Excluded Assets”.

“ Excluded Proceeds ”: as defined in the definition of “Asset Sale”.

“ Excluded Subsidiary ”: (a) any Foreign Subsidiary, (b) Gustine Associates (for so long as the ABL Administrative Borrower, any other Borrower or a Guarantor does not constitute the general partner thereof), (c) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary (including, for purposes of this clause (c), the Canadian Guarantor) that is a CFC, (d) any Domestic Subsidiary all (other than an immaterial portion) of whose assets consist of Capital Stock of one or more CFCs, (e) any Immaterial Subsidiary, (f) any Restricted Subsidiary which is a limited partnership of which any Borrower or Guarantor does not constitute the general partner, (g) any Unrestricted Subsidiary, (h) any Subsidiary to the extent such Subsidiary’s guaranteeing any of the Obligations or otherwise becoming a Loan Party is prohibited or restricted by any Requirement of Law or requires the consent, approval, license or authorization of any Governmental Authority (unless such consent, approval, license or authorization has been obtained (it being agreed that no Borrower shall be under any obligation to seek the same)), (i) not-for-profit Subsidiaries, (j) any Subsidiary which is not a Wholly-Owned Subsidiary of Parent, (k) captive insurance Subsidiaries, (l) broker-dealer Subsidiaries, (m) special purpose receivables Subsidiaries, (n) with respect to any Specified Hedge Agreement, any Subsidiary that is not an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder, and (o) any Subsidiary with respect to which (i) the Administrative Agent and the ABL Administrative Borrower reasonably agree that the cost or other consequences of providing a guarantee or granting Liens to secure the Obligations are likely to be excessive in relation to the value to be afforded thereby or (ii) in the case of any Person that becomes a Subsidiary after the Closing Date, providing such a guarantee or granting such Liens would reasonably be expected to result in material adverse tax consequences as determined in good faith by the ABL Administrative Borrower and consented to by the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed); provided that any Subsidiary described above shall be deemed not to be an Excluded Subsidiary if the ABL Administrative Borrower has notified the Administrative Agent in writing that such Subsidiary should not be treated as an Excluded Subsidiary (and solely for purposes of Section 5.10(c) and the Security Documents, such Subsidiary shall be deemed to have been acquired at the time such notice is received by the Administrative Agent).

“ Excluded Swap Obligation ”: with respect to any Guarantor, any Hedge Agreement if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Hedge Agreement (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Hedge Agreement, unless otherwise agreed between the

Administrative Agent and the ABL Administrative Borrower. If a Hedge Agreement arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Hedge Agreement that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

“ Excluded Taxes ”: with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Loan Parties hereunder, (a) Taxes imposed on (or measured by) its overall net income (however denominated), franchise or similar Taxes imposed on it (in each case, in lieu of net income Taxes) and Backup Withholding Taxes imposed on it by (i) the United States of America, (ii) the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office or the office to which its interests, rights and obligations under this Agreement are assigned is located or (iii) any other jurisdictions (or any political subdivision thereof) as a result of a present or former connection between the Administrative Agent, such Lender or other recipient and such jurisdiction imposing such Tax other than a connection arising as a result of the execution or delivery of, receipt of any payments, exercise of any rights or performance of any obligations under, enforcement of or any transaction or other activities related to any Loan Document, (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction in which the ABL Administrative Borrower is located, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the ABL Administrative Borrower under Section 2.22(b)), any United States federal withholding Tax that is in effect and would apply to amounts payable (including, for the avoidance of doubt, commitment fees and other consent, amendment and similar fees) to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the ABL Administrative Borrower with respect to such withholding Tax pursuant to Section 2.20(a), (d) any withholding Tax that is attributable to a Foreign Lender’s failure to comply with Section 2.20(e)(i) and (e) any withholding Taxes imposed under, or as a result of the failure of such recipient to satisfy the applicable requirements under, FATCA. “ Existing Credit Agreement ”: as defined in the recitals hereto.

“ Existing Letters of Credit ”: those Letters of Credit set forth on Schedule 1.1(c)

“ Extended FILO Term Loan ”: as defined in Section 2.26(a).

“ Extended Revolving Credit Commitment ”: as defined in Section 2.26(a).

“ Extending FILO Term Loan Lender ”: as defined in Section 2.26(a).

“ Extending Lenders ”: as defined in Section 2.26(a).

“ Extending Revolving Credit Lender ”: as defined in Section 2.26(a).

“ Extension ”: as defined in Section 2.26(a).

“ Extension Amendment ”: as defined in Section 2.26(c).

“ Extension Offer ”: as defined in Section 2.26(a).

“ Facility ”: each of (a) the Revolving Credit Commitments and the extensions of credit made thereunder (the “ Revolving Credit Facility ”), (b) any Extended Revolving Credit Commitments and the extensions of credit thereunder, (c) prior to the Closing Date, the FILO Term Loan Commitments and, after the Closing Date, the FILO Term Loans (the “ FILO Term Loan Facility ”), (d) any Extended FILO Term Loans and (e) any Replacement FILO Term Loans.

“ FATCA ”: Sections 1471 through 1474 of the Code, as in effect on the date of this Agreement or any successor provision that is substantially the equivalent thereof, any current or future regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the Internal Revenue Service thereunder as a precondition to relief or exemption from Taxes under such provisions and including any agreements 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.

“ Federal Funds Effective Rate ”: 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 zero, such rate shall be deemed to zero for the purposes of this Agreement.

“ FILO Advance Rate ”: (a) on and prior to the first anniversary of the Closing Date, 5%, (b) after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date, 4%, (c) after the second anniversary of the Closing Date and on or prior to the third anniversary of the Closing Date, 3%, (d) after the third anniversary of the Closing Date and on or prior to the fourth anniversary of the Closing Date, 2%, and (e) after the fourth anniversary of the Closing Date, 1%.

“ FILO Borrowing Base ”: at any time as set forth in the most recently delivered Borrowing Base Certificate, the sum of:

1. the FILO Advance Rate of the value of Eligible Credit Card Receivables held by the Borrowers and the Canadian Guarantor; plus

2. the FILO Advance Rate of the book value of Eligible Accounts Receivable held by the Borrowers and the Canadian Guarantor attributable to wholesale accounts receivable; plus

3. the FILO Advance Rate of the book value of Eligible Accounts Receivable held by the Borrowers and the Canadian Guarantor attributable to domestic franchisees; provided that at any time the amount of the FILO Borrowing Base consisting of Eligible Accounts Receivable attributable to domestic and foreign franchisees shall not exceed 20% of the FILO Borrowing Base in the aggregate; plus

4. the FILO Advance Rate of the book value of Eligible Accounts Receivable held by the Borrowers and the Canadian Guarantor attributable to foreign franchisees in each case backed by a letter of credit reasonably acceptable to the Administrative Agent; provided that at any time (i) the amount of the FILO Borrowing Base consisting of Eligible Accounts Receivable attributable to foreign franchisees shall not exceed 15% of the FILO Borrowing Base in the aggregate and (ii) the amount of the FILO Borrowing Base consisting of Eligible Accounts Receivable attributable to domestic (as set out in clause (3) above) and foreign franchisees shall not exceed 20% of the FILO Borrowing Base in the aggregate; plus

5. the FILO Advance Rate of the Net Orderly Liquidation Value of Eligible Inventory held by the Borrowers and the Canadian Guarantor consisting of finished goods and bulk Eligible Inventory; plus

6. the FILO Advance Rate of the Net Orderly Liquidation Value of Eligible Inventory held by the Borrowers and the Canadian Guarantor consisting of raw materials Eligible Inventory; plus

7. 100% of the Borrowing Base Cash held by the Borrowers and the Canadian Guarantor to the extent in excess of Borrowing Base Cash included in the Borrowing Base; less

8. Reserves.

Notwithstanding anything to the contrary contained herein, any Acquired Asset ABL Priority Collateral held by a Borrower or the Canadian Guarantor will immediately be included in the FILO Borrowing Base at a value equal to the Acquired Asset Borrowing Base Calculation thereof; provided that if the Borrowers have not delivered, at their expense, a customary field examination and inventory appraisal reasonably acceptable to Administrative Agent within 90 days of the acquisition of such Acquired Asset ABL Priority Collateral (or such longer period as the Administrative Agent may reasonably agree), such Acquired Asset ABL Priority Collateral will cease to be eligible for inclusion in the FILO Borrowing Base until completion of a customary field examination and inventory appraisal reasonably acceptable to Administrative Agent.

“ FILO Springing Maturity Date ”: May 16, 2020 or, if later, the date that is 91 days prior to the stated maturity date of any Indebtedness that refinances the Convertible Senior Notes and has a stated maturity date between August 15, 2020 and April 1, 2023.

“ FILO Term Loan Commitment ”: as to any FILO Term Loan Lender, the obligation of such Lender, if any, to make FILO Term Loans (or to convert Term Loans (as defined in the Existing Credit Agreement) to FILO Term Loans in the manner prescribed by the Amendment Agreement on the Closing Date) in an aggregate principal amount not to exceed the amount set forth under the heading “FILO Term Loan Commitment” opposite such Lender’s name on Schedule 2.1 (in the case of Lenders with FILO Term Loan Commitments in respect of Cash FILO Term Loans), or otherwise as set forth in or referred to on Schedule 2.1. The original aggregate amount of the Total FILO Term Loan Commitments on the Closing Date is $275,000,000.

“ FILO Term Loan Facility ”: as defined in the definition of “ Facility ”.

“ FILO Term Loan Lender ”: prior to the Closing Date, each Lender that has a FILO Term Loan Commitment and, after the Closing Date, each Lender that is the holder of FILO Term Loans.

“ FILO Term Loan Maturity Date ”: with respect to (a) FILO Term Loans that have not been extended pursuant to Section 2.26, December 31, 2022 and (b) with respect to Extended FILO Term Loans, the final maturity date therefor as specified in the applicable Extension Offer accepted by the respective FILO Term Loan Lender or FILO Term Loan Lenders; provided that, unless on or prior to the FILO Springing Maturity Date, all outstanding amounts under the Convertible Senior Notes exceeding $50,000,000 have been either (x) refinanced with Indebtedness that matures later than April 1, 2023 or (y) repaid (other than with the proceeds of Indebtedness that matures earlier than April 2, 2023) or converted into equity of Parent or Holdings or Effectively Discharged, the FILO Term Loan Maturity Date shall be the FILO Springing Maturity Date.

“ FILO Term Loan Push Down Reserve ”: as of any date, the amount, if any, by which the then aggregate principal amount of the outstanding FILO Term Loans exceeds the FILO Borrowing Base.

“ FILO Term Loans ”: Loans made pursuant to Section 2.1.

“ Financial Covenant ”: the covenant set forth in Section 6.1.

“ Fixed Charge Coverage Ratio ”: as at any date of determination, the ratio of:

(I) (a) Consolidated EBITDA of the ABL Administrative Borrower and its Restricted Subsidiaries (x) for purposes of Section 6.1(ii) only, for the four consecutive fiscal quarters ended on such date and (y) otherwise for the Test Period most recently ended on or prior to such date, minus (b) non-financed Capital Expenditures of the ABL Administrative Borrower and its Restricted Subsidiaries that were paid in cash during such period (it being understood that Capital Expenditures funded with the proceeds of Revolving Credit Loans or any other revolving indebtedness will not be deemed to be “financed” for the purpose of this clause (b)) minus (c) Taxes of the ABL Administrative and the Restricted Subsidiaries based on income that were paid or payable in cash during such period (including Tax distributions paid in cash during such period, but net of cash refunds received for such period), to (II) Fixed Charges of the ABL Administrative Borrower for such period.

“ Fixed Charges ”: for any period for the ABL Administrative Borrower and its Restricted Subsidiaries, the sum without duplication, of (a) cash interest expense paid or payable currently for such period (but in any event (i) excluding (x) fees and expenses associated with the Transactions, (y) costs associated with obtaining, or breakage costs in respect of, Hedge Agreements and (z) amortization of deferred financing costs and (ii) net of interest income), plus (b) scheduled amortization of Funded Debt paid or payable currently in cash for such period, plus (c) Restricted Payments made to any Person (other than a Loan Party) during such period and not applied to repay, prepay, redeem, repurchase or Effectively Discharge the Convertible Senior Notes or to pay interest or other amounts thereon.

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

“ Foreign Asset Sale ”: as defined in Section 2.15(m).

“ Foreign Indebtedness Event ”: as defined in Section 2.15(m).

“ Foreign Lender ”: any Lender or Issuing Bank that is organized under the laws of a jurisdiction other than that of the United States of America. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ Foreign Recovery Event ”: as defined in Section 2.15(m).

“ Foreign Subsidiary ”: any Subsidiary of the ABL Administrative Borrower (other than the Canadian Guarantor) that is not a Domestic Subsidiary.

“ Funded Debt ”: all Indebtedness of the ABL Administrative Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“ GAAP ”: generally accepted accounting principles in the United States of America as in effect from time to time.

“ Gift Card Accounts ”: accounts, receivables and/or payment intangibles owing to a Loan Party from a Gift Card Administrator pursuant to a Gift Card Agreement.

“ Gift Card Administrator ”: any Person (other than a Loan Party or any Affiliate of any Loan Party) who offers, sells, administers and/or distributes gift cards of one or more of the Loan Parties.

“ Gift Card Agreement ”: a gift card agreement between a Loan Party and a Gift Card Administrator.

“ Governmental Authority ”: any nation or government, any state, province, territory or other political subdivision thereof and any other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government.

“ Guarantee and Collateral Agreement ”: the Guarantee and Collateral Agreement, dated as of February 28, 2018 executed and delivered by Parent, each Borrower and each

Subsidiary Guarantor (other than the Canadian Guarantor), as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“ Guarantee Obligation ”: with respect to any Person (the “ guaranteeing person ”), any obligation of the guaranteeing person guaranteeing or having the economic effect of guaranteeing any Indebtedness, lease payments, dividend payments or other economic obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security for such primary obligation, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, in each case, so as to enable the primary obligor to pay such primary obligation, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or Disposition permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation (or portion thereof) in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the ABL Administrative Borrower in good faith.

“ Guarantors ”: the collective reference to Parent, the ABL Administrative Borrower (solely with respect to Specified Hedge Agreements and Cash Management Obligations between Qualified Counterparties and its Restricted Subsidiaries) and the Subsidiary Guarantors.

“ Gustine Associates ”: Gustine Sixth Avenue Associates, Ltd., a Pennsylvania limited partnership.

“Harbin Proceeds ”: the Net Cash Proceeds received by Holdings after the Closing Date from the investment in Holdings (a) by Harbin Pharmaceutical Group Holdings Co., Ltd. or its designee or assignee or any of its Affiliates as contemplated by that certain Securities Purchase Agreement, dated as of February 13, 2018 (as amended, supplemented or otherwise modified from time to time), by and between Holdings and Harbin Pharmaceutical Group Holdings Co., Ltd. or (b) by any third party (or any of such third party’s Affiliates) to which the Disposition of Capital Stock of the Specified China Subsidiary is made pursuant to Section 6.5(t) in substitution or replacement of Harbin Pharmaceutical Group Holdings Co., Ltd.

“ Hazardous Materials ”: (i) petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and explosive or radioactive substances or (ii) any chemical, material, waste, substance or pollutant that is prohibited, limited or regulated pursuant to any Environmental Law.

“ Hedge Agreements ”: all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements entered into by the ABL Administrative Borrower or its Restricted Subsidiaries providing for protection against fluctuations in interest rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.

“ Holdings ”: GNC Holdings, Inc., a Delaware corporation.

“ Immaterial Subsidiary ”: on any date of determination, any Restricted Subsidiary with (i) total assets equal to or less than 2.5% of the consolidated total assets of the ABL Administrative Borrower and the Restricted Subsidiaries and (ii) total revenue equal to or less than 2.5% of the total revenues of the ABL Administrative Borrower and the Restricted Subsidiaries on a consolidated basis (in each case as set forth in the most recently available financial statements delivered pursuant to Section 5.1); provided that no such Restricted Subsidiary shall be an Immaterial Subsidiary unless such Restricted Subsidiary, when aggregated with all other Immaterial Subsidiaries that are not Guarantors, as of the last day of the most recently completed fiscal quarter of the ABL Administrative Borrower, would have (x) total assets equal to or less than 5.0% of the consolidated total assets of the ABL Administrative Borrower and the Restricted Subsidiaries and (y) total revenue equal to or less than 5.0% of the total revenues of the ABL Administrative Borrower and the Restricted Subsidiaries on a consolidated basis (in each case as set forth in the most recently available financial statements delivered pursuant to Section 5.1).

“ Impacted Interest Period ”: as defined in the definition of “LIBO Rate”.

“ Incremental Equivalent Debt ”: as defined in the Term Loan Credit Agreement as in effect on the Closing Date.

credit, surety bonds and similar instruments (except unsecured and unmatured reimbursement obligations in respect thereof obtained in the ordinary course of business to secure the performance of obligations that are not Indebtedness pursuant to another clause of this definition), (g) the liquidation value of all Disqualified Capital Stock of such Person, to the extent mandatorily redeemable in cash prior to the date which is the 91 ^st day after the relevant Latest Maturity Date (as determined on the date of issuance thereof) (other than in connection with change of control events and asset sales and other Disposition and casualty events to the extent that the terms of such Capital Stock provide that such Person may not redeem any such Capital Stock in connection with such change of control event or asset sale or other Disposition or casualty event unless such redemption is subject to the prior payment in full of the Obligations), (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above; (i) all obligations of the kind referred to in clauses (a) through (h) above secured by any Lien on Property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligations (but limited to the lesser of the fair market value of such Property and the principal amount of such obligations) and (j) the net obligations of such Person in respect of Hedge Agreements solely for the purposes of Section 6.2 and Section 7.

“ Indemnified Taxes ”: Taxes other than Excluded Taxes.

“ Insolvency ”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“ Insolvent ”: pertaining to a condition of Insolvency.

“ Intellectual Property ”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, Canadian, state, multinational or foreign laws or otherwise, including, without limitation, copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, service marks, technology, know-how and processes, recipes, formulas, trade secrets, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“ Intercreditor Agreements ”: the ABL Intercreditor Agreement, any Pari Passu FILO Intercreditor Agreement, any Junior Lien Intercreditor Agreement and any other intercreditor agreement entered into by or among any Representatives and the Loan Parties, in each case as in effect from time to time.

“ Interest Election Request ”: a request by the ABL Administrative Borrower to convert or continue a Borrowing in accordance with Section 2.10.

“ Interest Payment Date ”: (a) with respect to any ABR Loan (other than a Swingline Loan), the first Business Day of each January, April, July and October commencing with the first day of April 2018 and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid.

“ Interest Period ”: with respect to any Eurodollar 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, three or six months (or, if available to all participating Lenders, twelve months or any other shorter period approved by the Administrative Agent) thereafter, as the ABL Administrative Borrower may elect, provided , that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made; and provided , further that the initial Interest Period with respect to any Eurodollar Borrowing on the Closing Date may be for a period of less than one month. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Interpolated Rate ”: as defined in the definition of “LIBO Rate”.

“ Inventory ”: with respect to a Person, all of such Person’s now owned and hereafter acquired inventory (as defined in the UCC and/or the PPSA), goods and merchandise, wherever located, in each case, to be furnished under any contract of service or held for sale or lease, all returned goods, raw materials, work-in-process, finished goods (including embedded software), other materials, and supplies of any kind, nature or description which are used or consumed in such Person’s business or used in connection with the packing, shipping, advertising, selling, or finishing of such goods, merchandise and other property, and all documents of title or other documents representing the foregoing.

“ Inventory Reserves ”: reserves against Inventory established in the Administrative Agent’s Permitted Discretion (without duplication, including duplication as a result of Inventory being otherwise ineligible) equal to the sum of the following:

1. Shrink Reserves (if applicable);

2. a reserve for Inventory which is designated to be returned to vendor or which is recognized as damaged or off quality or not to customer specifications by a Borrower; and

3. any other reserve against Inventory, including to reflect factors that may negatively impact the value of Inventory, including change in salability, obsolescence, seasonality, imbalance, change in composition or mix, markdowns and vendor chargebacks, in each case as deemed appropriate by the Administrative Agent in its Permitted Discretion, from

time to time.

“ Investments ”: as defined in Section 6.8.

“ IRS ”: the United States Internal Revenue Service.

“ Issuing Bank ”: each of JPMorgan Chase Bank, N.A., Barclays Bank PLC, Citizens Bank of Pennsylvania and Goldman Sachs Bank USA in its capacity as the issuer of Letters of Credit hereunder, and their respective successors in such capacity as provided in Section 2.8(i), and any other Lender reasonably acceptable to the Administrative Agent and the ABL Administrative Borrower which has agreed to act as an Issuing Bank hereunder. An Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ Junior Debt ”: any Indebtedness of the ABL Administrative Borrower or a Restricted Subsidiary (other than Indebtedness under revolving credit facilities or other revolving lines of credit and other than Indebtedness under the FILO Term Loan Facility and any Permitted FILO Credit Agreement Refinancing Indebtedness secured on a pari passu basis with the FILO Term Loans) (i) which is unsecured or is contractually subordinated in right of payment to the Obligations or (ii) which is secured by the Collateral on a junior lien basis; provided that Junior Debt will not include, in any case, (x) Indebtedness under the Term Loan Credit Agreement or any Permitted Refinancing thereof having the same lien priority (without regard to control of remedies or application of payments) as the Term Loan Credit Agreement under the ABL Intercreditor Agreement or (y) any other Indebtedness secured on a pari passu basis (without regard to control of remedies or application of payments) with the Term Loan Obligations.

“ Junior Lien Intercreditor Agreement ”: a “junior lien” intercreditor agreement by and among the Administrative Agent, the Collateral Agent, the Term Loan Administrative Agent, the Term Loan Collateral Agent and one or more Representatives for holders of one or more classes of secured Incremental Equivalent Debt, Permitted FILO Credit Agreement Refinancing Indebtedness, secured Permitted Credit Agreement Refinancing Indebtedness and/or other Indebtedness expressly permitted by Section 6.2 and permitted by Section 6.3 to be secured by Liens on the Collateral that are junior in priority to the Liens securing the Obligations (but for the avoidance of doubt such junior obligations shall not include the Term Loan Obligations or any Permitted Refinancing thereof having the same lien priority (without regard to control of remedies or application of payments) as the Term Loan Credit Agreement under the ABL Intercreditor Agreement), and the Loan Parties, as amended, amended and restated, supplemented or otherwise modified from time to time, the terms of which are either (i) reasonably satisfactory to the Administrative Agent, the Collateral Agent and the ABL Administrative Borrower and are substantially consistent with customary terms for first lien/second lien intercreditor agreements or (ii) substantially consistent with the terms set forth in Exhibit I to this Agreement.

“ Junior Lien Obligations ”: any secured Indebtedness incurred by a Loan Party, the Liens on the Collateral securing which are or are intended to rank junior in priority to any Liens on the Collateral securing the Obligations and the Term Loan Obligations.

“ Junior Material Debt ”: any Junior Debt that is Material Debt.

“ Landlord Lien Reserve ”: any reserve established by the Collateral Agent pursuant to clause (8) of the definition of “Eligible Inventory.”

“ Landlord Lien State ”: each of the State of Pennsylvania, the State of Virginia and the State of Washington and any other state, province or territory in which a landlord’s claim for rent has priority by law over the Lien of the Collateral Agent in any of the Collateral.

“ Latest Maturity Date ”: at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time.

“ LC Commitment ”: as to any Issuing Bank, the obligation of such Issuing Bank to issue Letters of Credit in an aggregate face amount not to exceed the amount set forth under the heading “LC Commitment” opposite such Issuing Bank’s name on Schedule 2.8 (including, as to any Lender that becomes an Issuing Bank after the Closing Date, as reflected in any modification to such Schedule agreed to by the ABL Administrative Borrower and such Issuing Bank to include the LC Commitment of such Issuing Bank thereon).

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

“ LC Exposure ”: at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the ABL Administrative Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

“ LC Sublimit ”: as defined in Section 2.8(a).

“ LCT Election ”: as defined in Section 1.9.

“ LCT Test Date ”: as defined in Section 1.9.

“ Lender Parties ”: as defined in Section 9.16.

“ Lenders ”: the Persons listed on Schedule 2.1 and any other Person that provided a FILO Term Loan Commitment or shall have become a party hereto pursuant to an Assignment and Assumption or a Replacement FILO Term Loan Facility Amendment, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“ Letter of Credit ”: any letter of credit issued pursuant to this Agreement.

“ LIBO Rate ”: with respect to any Eurodollar Borrowing for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for Dollars for a period equal in length to such Interest Period as displayed on page LIBOR01 or LIBOR02 of the Reuters Screen

that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case, the “ Screen Rate ”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the Screen Rate as so determined would be less than zero, such rate shall be deemed to zero for the purposes of this Agreement; provided , further that, if the Screen Rate shall not be available at such time for such Interest Period (an “ Impacted Interest Period ”) with respect to Dollars, then the LIBO Rate shall be the Interpolated Rate at such time. “ Interpolated Rate ” means, at any time, the rate per annum (rounded to the same number of decimal places as the Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the Screen Rate for the longest period (for which that Screen Rate is available in Dollars) that is shorter than the Impacted Interest Period and (b) the Screen Rate for the shortest period (for which that Screen Rate is available for Dollars) that exceeds the Impacted Interest Period, in each case, at such time.

“ Lien ”: any mortgage, pledge, hypothecation, security assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing); provided that in no event shall an operating lease in and of itself constitute a Lien.

“ Limited Condition Transaction ”: as defined in Section 1.9.

“ Line Cap ”: at any time, the lesser of (i) the aggregate Revolving Credit Commitments at such time and (ii) the Borrowing Base at such time.

“ Liquidity Period ”: (a) the period from the date Availability shall have been less than the greater of (i) 12.5% of the Line Cap and (ii) $12,500,000, in either case for five consecutive Business Days, in each case to the date Availability shall have been at least equal to the greater of (i) 12.5% of the Line Cap and (ii) $12,500,000 for 20 consecutive calendar days or (b) the period during which any Specified Event of Default shall be continuing.

“ Loan ”: any loan made by any Lender pursuant to this Agreement.

“ Loan Documents ”: this Agreement, the Amendment Agreement, the Security Documents, the ABL Intercreditor Agreement and the Notes.

“ Loan Parties ”: the ABL Administrative Borrower, the other Borrowers and the Guarantors.

“ Majority Facility Lenders ”: (a) with respect to the Revolving Credit Facility, the holders of more than 50% of the Total Revolving Credit Exposure under such Facility (or prior to any termination of the Revolving Credit Commitments, the holders of more than 50% of the Total Revolving Credit Commitments) or (b) with respect to the FILO Term Loan Facility, any Replacement FILO Term Loan Facility and any Extended FILO Term Loans, the holders of more

than 50% of the aggregate outstanding unpaid principal amount of the FILO Term Loans, Replacement FILO Term Loans and Extended FILO Term Loans; provided that at no time will Revolving Credit Exposure, Revolving Credit Commitments, FILO Term Loans, Replacement FILO Term Loans or Extended FILO Term Loans held by Defaulting Lenders be included in determining whether the “Majority Facility Lender” threshold is met.

“ Material Adverse Effect ”: (a) a material adverse effect on the business, assets, liabilities, financial condition or results of operations of the Loan Parties and their Restricted Subsidiaries, taken as a whole, (b) a material and adverse effect on the rights and remedies of the Administrative Agent, the Collateral Agent and Lenders, taken as a whole, under the Loan Documents or (c) a material and adverse effect on the ability of the Loan Parties, taken as a whole, to perform their payment obligations under the Loan Documents.

“ Material Debt ”: Indebtedness (other than Indebtedness constituting Obligations), or obligations in respect of one or more Hedge Agreements (other than to the extent constituting Obligations), of any one or more of Parent, the ABL Administrative Borrower or any Restricted Subsidiary in an aggregate principal amount exceeding $20,000,000. For purposes of determining Material Debt, the “obligations” of Parent, the ABL Administrative Borrower or any Restricted Subsidiary in respect of any Hedge Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Parent, the ABL Administrative Borrower or such Restricted Subsidiary would be required to pay if such Hedge Agreement were terminated at such time.

“ Maturity Date ”: (a) with respect to the Revolving Credit Facility, the Revolving Credit Maturity Date; provided that the reference to Maturity Date with respect to any Extended Revolving Credit Commitments shall be the final maturity date as specified in the applicable Extension Offer accepted by the respective Revolving Credit Lenders; (b) with respect to the FILO Term Loans, the FILO Term Loan Maturity Date; provided that the reference to Maturity Date with respect to any Extended FILO Term Loans shall be the final maturity date as specified in the applicable Extension Offer accepted by the respective FILO Term Loan Lenders; and (c) with respect to any Replacement FILO Term Loans, the final maturity date therefor specified in the applicable Replacement FILO Term Loan Facility Amendment.

“ Maximum Rate ”: as defined in Section 9.17.

“ Maximum Tax Distribution Amount ”: as defined in Section 6.6(c).

“ Minimum Availability Compliance Date ”: the first date after a Covenant Trigger Date upon which Availability has exceeded the greater of (i) 12.5% of the Line Cap and (ii) $12,500,000 for 30 consecutive days.

“ Minimum Extension Condition ”: as defined in Section 2.26(b).

“ Moody’s ”: Moody’s Investor Services, Inc.

“ Mortgaged Properties ”: the real properties listed on Schedule 1.1(b) (if any), as to which the Collateral Agent for the benefit of the Secured Parties shall be granted a Lien on the Closing Date pursuant to the Mortgages and such other real properties as to which the Collateral

Agent for the benefit of the Secured Parties shall be granted a Lien after the Closing Date pursuant to Section 5.10(b).

“ Mortgages ”: each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Collateral Agent for the benefit of the Secured Parties, in form and substance reasonably acceptable to the Administrative Agent and the ABL Administrative Borrower (with such changes thereto as shall be advisable under the law of the jurisdiction in which such mortgage or deed of trust is to be recorded), as the same may be amended, restated, amended and restated, supplemented or otherwise modified or replaced from time to time.

“ MTM ”: as defined in the definition of “Designated Hedging Reserve”.

“ Multiemployer Plan ”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the ABL Administrative Borrower or any Commonly Controlled Entity contributes or has an obligation to contribute or with respect to which the ABL Administrative Borrower or any Commonly Controlled Entity has any liability (including if such liability was imposed pursuant to Section 4212(c) of ERISA).

“ Net Cash Proceeds ”: (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof received by the ABL Administrative Borrower and its Restricted Subsidiaries in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note (other than notes payable by franchisees in connection with a Disposition permitted by Section 6.5(e)) or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of the sum of (i) out-of-pocket attorneys’ fees, accountants’ fees and investment banking and advisory fees incurred by the ABL Administrative Borrower or the Restricted Subsidiaries in connection with such Asset Sale or Recovery Event, (ii) principal, premium or penalty, interest and other amounts required to be paid in respect of Indebtedness secured by a Lien permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document or a Lien which is expressly pari passu (without regard to control of remedies or application of payments) with (in which case the pro rata portion (determined based on the then outstanding principal amount of the FILO Term Loans that would otherwise be required to be prepaid with such Net Cash Proceeds and the aggregate amount of such principal) of such Net Cash Proceeds applied in respect of any such principal, premium or penalty, interest and other amounts secured by such Lien shall not constitute Net Cash Proceeds for purposes hereof (unless and to the extent the application of such Net Cash Proceeds to such other Indebtedness is described in this Agreement)) or subordinate to the Liens under the Loan Documents), (iii) other out-of-pocket fees and expenses actually incurred in connection therewith, (iv) taxes (and the amount of any distributions made pursuant to Section 6.6 to permit Parent or any direct or indirect parent company of the Parent to pay taxes) (including, without limitation, sales, transfer, deed or mortgage recording 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), (v) in the case of any Asset Sale or Recovery Event by a Restricted Subsidiary that is not a Wholly Owned Subsidiary, the pro-rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (v)) attributable to minority interests and not available for distribution to or for the account of the ABL Administrative Borrower or a Restricted Subsidiary

that is a Wholly Owned Subsidiary as a result thereof and (vi) any reserve established in accordance with GAAP; provided that such reserved amounts shall be Net Cash Proceeds to the extent and at the time of any reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any such reserve and (b) in connection with any issuance or incurrence of any Capital Stock or Indebtedness, the cash proceeds received by Parent, the ABL Administrative Borrower and its Restricted Subsidiaries (or in the case of the Harbin Proceeds, by Holdings) from such issuance or incurrence, net of attorneys’ fees, investment banking and advisory fees, accountants’ fees, underwriting discounts and commissions and other customary fees, costs and expenses actually incurred in connection therewith (including, in the case of a Replacement FILO Term Loan Facility, a “Replacement Facility” (as defined in the Term Loan Credit Agreement as in effect on the Closing Date), Permitted FILO Credit Agreement Refinancing Indebtedness, Permitted Term Loan Refinancing Indebtedness or Permitted Pari Passu Secured FILO Refinancing Debt, Permitted Junior Secured FILO Refinancing Debt or Permitted Unsecured FILO Refinancing Debt any swap breakage costs and other termination costs related to Hedge Agreements and any other fees and expenses actually incurred in connection therewith), in each case as determined reasonably and in good faith by a Responsible Officer of the ABL Administrative Borrower.

“ Net Orderly Liquidation Value ”: with respect to Eligible Inventory, the net appraised liquidation value thereof (expressed as a percentage of the Cost of such Inventory) as determined from time to time by an Acceptable Appraiser in accordance with Section 5.6.

“ Non-Consenting Lender ”: as defined Section 2.22(c).

“ Nonpublic Information ”: information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

“ Note ”: any promissory note evidencing (i) any Loan (other than a Swingline Loan or a FILO Term Loan) substantially in the form of Exhibit D-1, (ii) a Swingline Loan, substantially in the form of Exhibit D-2 or (iii) a FILO Term Loan, substantially in the form of Exhibit D-3.

“ Notice of Intent to Cure ”: as defined in Section 7.2(c).

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

“ NYFRB Rate ”: 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 be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, that the NYFRB Rate shall in no event be determined for any day to be lower than the Federal Funds Effective

Rate for such day (to the extent that the Federal Funds Effective Rate is published for such day or for the immediately preceding Business Day).

“ Obligations ”: the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the ABL Administrative Borrower or any other Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, the Reimbursement Obligations and all other obligations and liabilities of the Loan Parties to the Administrative Agent, the Collateral Agent or to any Lender or any Qualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit or any Specified Hedge Agreement, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Arrangers, to the Administrative Agent, to the Collateral Agent or to any Lender that are required to be paid by the ABL Administrative Borrower or any other Borrower pursuant hereto), and any Cash Management Obligations; provided , that (i) obligations of the ABL Administrative Borrower or any Restricted Subsidiary under any Specified Hedge Agreement or any Cash Management Obligations shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement or any Security Document shall not require the consent of holders of obligations under Specified Hedge Agreements or holders of any Cash Management Obligations.

“ Organizational Documents ”: with respect to any Person, (i) in the case of any corporation, the certificate of incorporation or articles of incorporation and by-laws (or similar constitutive documents) of such Person, (ii) in the case of any limited liability company, the certificate or articles of formation or organization and operating agreement (or similar constitutive documents) of such Person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar constitutive documents) of such Person, (iv) in the case of any general partnership, the partnership agreement (or similar constitutive document) of such Person, (v) in the case of any unlimited liability company, the memorandum of association, and (vi) in any other case, the functional equivalent of the foregoing.

“ Other Applicable Indebtedness ”: as defined in Section 2.15(l).

“ Other Taxes ”: any and all present or future recording, stamp or documentary or any other excise or property Taxes, charges or similar levies imposed by any Governmental Authority arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“ Overadvance ”: as defined in Section 2.4(b).

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

“ Parent ”: as defined in the preamble hereto.

“ Participant ”: as defined in Section 9.4(b)(vi).

“ Pari Passu FILO Intercreditor Agreement ”: a “pari passu” Intercreditor Agreement by and among the Administrative Agent, the Collateral Agent and one or more Representatives for holders of one or more classes of Permitted Pari Passu Secured FILO Refinancing Debt and/or other Indebtedness expressly permitted by Section 6.2 and permitted by Section 6.3 to be secured by Liens on the Collateral that are pari passu with the Liens securing the Obligations (without regard to control of remedies or allocation of payments) and the Loan Parties, as amended, amended and restated, supplemented or otherwise modified from time to time, the terms of which are either (i) reasonably satisfactory to the Administrative Agent, the Collateral Agent and the ABL Administrative Borrower and are substantially consistent with customary terms for pari passu intercreditor agreements or (ii) substantially consistent with the terms set forth in Exhibit J to this Agreement.

“ Payment Condition ”: with respect to any particular action as to which the satisfaction of the Payment Condition is being determined, after giving effect to the taking of such action (and the Payment Condition will be deemed to be satisfied with respect to such action if), (1) no Event of Default has occurred and is continuing or would immediately result from such action, (2) Availability on a pro forma basis on the date of such proposed action and average Availability for the 30-day period prior to such action (calculated on a pro forma basis assuming such action occurred on the first day of such 30-day period) would be at least the greater of (a) 12.5% of the Line Cap then in effect and (b) $12,500,000, (3) the Fixed Charge Coverage Ratio would be at least 1.0 to 1.0 on a Pro Forma Basis giving effect to the subject action; provided that compliance with the Fixed Charge Coverage Ratio will not be required if after giving effect to the taking of such action, Availability on a pro forma basis on the date of such proposed action and average Availability for the 30-day period prior to such action (calculated on a pro forma basis assuming such action occurred on the first day of such 30-day period) would be at least the greater of 17.5% of the Line Cap then in effect and $17,500,000, and (4) the Administrative Agent has received a certificate from a Responsible Officer of the ABL Administrative Borrower certifying as to the calculations and satisfaction of the conditions set forth in foregoing clauses (1) through and including (3) above.

“ PBGC ”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“ Permitted Acquisitions ”: as defined in Section 6.8(i).

“ Permitted Credit Agreement Refinancing Indebtedness ”: as defined in the Term Loan Credit Agreement as in effect on the Closing Date.

“ Permitted Discretion ”: the reasonable credit judgment in good faith and in accordance with customary business practices for comparable asset-based lending transactions, and as it relates to the establishment or adjustment of Reserves (or the modification of eligibility standards and criteria) shall require that (a) such establishment, adjustment or imposition after the Closing Date be based on the analysis of facts or events (i) first occurring or first discovered by the Administrative Agent after the Closing Date or (ii) that (x) are materially different from the facts or events occurring or known to the Administrative Agent on the Closing Date or (y) constitute Permitted Post-Closing Reserves, unless the ABL Administrative Borrower and the Administrative Agent otherwise agree in writing, (b) the contributing factors to the imposition of any Reserves shall not duplicate the exclusionary criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Inventory, Eligible Gift Card Receivables or Eligible Credit Card Receivables, as applicable (and vice versa) and (c) the amount of any such Reserve so established or the effect of any adjustment or imposition of exclusionary criteria be a reasonable quantification (as reasonably determined by the Administrative Agent) of the incremental dilution of the applicable Borrowing Base attributable to such contributing factors.

“ Permitted FILO Credit Agreement Refinancing Indebtedness ”: any (a) Permitted Pari Passu Secured FILO Refinancing Debt, (b) Permitted Junior Secured FILO Refinancing Debt or (c) Permitted Unsecured FILO Refinancing Debt, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing FILO Term Loans (including any successive Permitted FILO Credit Agreement Refinancing Indebtedness) (“ Refinanced FILO Term Debt ”); provided that (i) such exchanging, extending, renewing, replacing or refinancing Indebtedness is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced FILO Term Debt except by an amount equal to unpaid accrued or capitalized interest thereon, undrawn commitments with respect thereto, any make-whole payments, fees or premium (including tender premium) applicable thereto or paid in connection therewith, any swap breakage costs and other termination costs related to Hedge Agreements, plus upfront fees and original issue discount on such exchanging, extending, renewing, replacing or refinancing Indebtedness, plus other customary fees and expenses in connection with such exchange, modification, refinancing, refunding, renewal, replacement or extension, (ii) with respect to Permitted Pari Passu Secured FILO Refinancing Debt only, (A) the final maturity date of any such Permitted Pari Passu Secured FILO Refinancing Debt may not be earlier than the Latest Maturity Date of the Refinanced FILO Term Debt in effect at the time of incurrence of such Permitted Pari Passu Secured FILO Refinancing Debt (or if the Refinanced FILO Term Debt is Permitted FILO Credit Agreement Refinancing Indebtedness, the FILO Term Loans in the Class that was prepaid with such Refinanced FILO Term Debt) (except in the case of a bridge loan which provides for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than the Latest Maturity Date of the Refinanced FILO Term Debt in effect at the time of incurrence of such Permitted Pari Passu Secured FILO Refinancing Debt) and (B) the Weighted Average Life to Maturity of any such Permitted Pari Passu Secured FILO Refinancing Debt may not be shorter than the Weighted Average Life to Maturity of the Refinanced FILO Term Debt in effect at the time of incurrence of such Permitted Pari Passu Secured FILO Refinancing Debt (or if the Refinanced FILO Term Debt is Permitted FILO Credit Agreement Refinancing Indebtedness, the term loans in the Class that was prepaid with such Refinanced FILO Term Debt) (except in the

case of a bridge loan which provides for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than the Latest Maturity Date of the Refinanced FILO Term Debt in effect at the time of incurrence of such Permitted Pari Passu Secured FILO Refinancing Debt), (iii) with respect to Permitted Junior Secured FILO Refinancing Debt and Permitted Unsecured FILO Refinancing Debt only, such Indebtedness (other than any such Indebtedness consisting of a customary bridge facility, so long as the long-term debt into which such bridge facility is to be converted or exchanged complies with this clause) does not require any scheduled payment of principal (including pursuant to a sinking fund obligation) other than nominal amortization or mandatory redemption or redemption at the option of the holders thereof or similar prepayment prior to the date that is 91 days after the then Latest Maturity Date of the Refinanced FILO Term Debt being prepaid (or, if the Refinanced FILO Term Debt is Permitted FILO Credit Agreement Refinancing Indebtedness, the FILO Term Loans in the Class that was prepaid with such Refinanced FILO Term Debt) (as determined on the date of incurrence of such Permitted FILO Credit Agreement Refinancing Indebtedness, except in the case of any such mandatory redemptions or prepayments to the extent that such redemptions or prepayments are (v) customary excess cash flow payments (on terms that are in the aggregate no less favorable to the Borrowers than those under this Agreement and (unless paid using Declined Proceeds) subject to rights in respect of the application of Excess Cash Flow to the prior repayment of, or offer to repay, the FILO Term Loans), (w) upon incurrence of Indebtedness that is not permitted thereunder, (x) upon the occurrence of an asset sale or other Disposition or casualty event (subject to customary reinvestment rights and (unless paid using Declined Proceeds) to rights in respect of the application of the Net Cash Proceeds thereof to the prior repayment of, or offer to repay, the FILO Term Loans), (y) upon the occurrence of a change of control event or (z) customary acceleration rights following an event of default, and the Weighted Average Life to Maturity of such Indebtedness is not less than 91 days longer than the Weighted Average Life to Maturity of the Refinanced FILO Term Debt being prepaid (or, if the Refinanced FILO Term Debt is Permitted FILO Credit Agreement Refinancing Indebtedness, the term loans in the Class that was prepaid with such Refinanced FILO Term Debt), in each case as of the date of incurrence of such Permitted FILO Credit Agreement Refinancing Indebtedness, (iv) the terms and conditions of such Indebtedness (other than (x) as provided in the foregoing clauses (ii) and (iii), (y) interest rate, fees, funding discounts and other pricing terms (which shall not be subject to any “most favored nation” adjustment, redemption, prepayment or other premiums, optional prepayment terms and redemption terms (subject to the foregoing clauses (ii) and (iii)) and subordination terms (if applicable) and (z) covenants or other terms that are (A) added to this Agreement for the benefit of the Lenders in accordance with the following proviso or (B) applicable only to periods after the then Latest Maturity Date of the FILO Term Loans at the time of incurrence of such Indebtedness) are substantially identical to, or, taken as a whole, not materially more favorable to the lenders or holders providing such Indebtedness, than those applicable to the Refinanced FILO Term Debt or to the Lenders thereof (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the ABL Administrative Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iv) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the ABL Administrative Borrower within such five (5) Business

Day period that it disagrees with such determination (including a description of the basis upon which it disagrees); and provided further that the ABL Administrative Borrower and the Administrative Agent shall be permitted to amend the terms of this Agreement and the other Loan Documents to provide for such terms more favorable to the Lenders as may be necessary in order to satisfy the condition set forth in the immediately preceding proviso, without the requirement for the consent of any Lender or any other Person, (v) such Indebtedness is not borrowed or guaranteed by any Persons other than the Borrowers or the Guarantors and (vi) such Refinanced FILO Term Debt shall be repaid (in the case of Refinanced FILO Term Debt consisting of FILO Term Loans), defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Permitted FILO Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

“ Permitted Junior Secured FILO Refinancing Debt ”: any secured Indebtedness incurred by the ABL Administrative Borrower in the form of one or more series of junior priority secured notes or junior priority secured loans; provided that (i) such Indebtedness is secured by all or a portion of the Collateral on a junior priority basis to the Obligations and is not secured by any property or assets of the ABL Administrative Borrower or any other Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Permitted FILO Credit Agreement Refinancing Indebtedness, (iii) the terms of the security agreements relating to such Indebtedness are substantially similar to or the same as the Security Documents and (iv) a Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of a Junior Lien Intercreditor Agreement; provided that if such Indebtedness is the initial Permitted Junior Secured FILO Refinancing Debt incurred by the ABL Administrative Borrower, then the Administrative Agent, the Collateral Agent and the Representative for such Indebtedness shall have executed and delivered a Junior Lien Intercreditor Agreement.

“ Permitted Junior Secured Refinancing Debt ”: as defined in the Term Loan Credit Agreement as in effect on the Closing Date.

“ Permitted Liens ”: Liens permitted by Section 6.3.

“ Permitted Pari Passu Secured FILO Refinancing Debt ”: any secured Indebtedness incurred by the ABL Administrative Borrower in the form of one or more series of senior secured notes or loans (other than Replacement FILO Term Loans); provided that (i) such Indebtedness is secured by all or a portion of the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations in respect of the FILO Term Loans (including with respect to the position of such Obligations in the “waterfall” pursuant to Section 2.21(b)) and is not secured by any property or assets of the ABL Administrative Borrower or any other Subsidiary other than the Collateral and is junior to the Revolving Credit Facility in right of payment with the proceeds of Collateral, (ii) such Indebtedness constitutes Permitted FILO Credit Agreement Refinancing Indebtedness, (iii) the terms of security agreements relating to such Indebtedness are substantially similar to or the same as the Security Documents, and (iv) a Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of a Pari Passu FILO Intercreditor Agreement; provided that if such Indebtedness is the initial Permitted Pari Passu Secured FILO Refinancing Debt incurred by the ABL Administrative Borrower, then the Administrative Agent, the Collateral Agent and the Representative for such Indebtedness shall have executed and delivered a Pari Passu FILO Intercreditor Agreement and each other applicable Customary Intercreditor

Agreement. Permitted Pari Passu Secured FILO Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Permitted Pari Passu Secured Refinancing Debt ”: as defined in the Term Loan Credit Agreement as in effect on the Closing Date.

“ Permitted Post-Closing Reserve ”: certain Reserves set forth on Schedule 1.1(d).

“ Permitted Refinancing ”: with respect to any Indebtedness of any Person, any refinancing, refunding, renewal, replacement, defeasance, discharge or extension of such Indebtedness (each, a “ refinancing ”, with “ refinanced ” having a correlative meaning); provided that (a) the aggregate principal amount (or accreted value, if applicable) does not exceed the then aggregate outstanding principal amount (or accreted value, if applicable) of the Indebtedness so refinanced, except by an amount equal to all unpaid accrued or capitalized interest thereon, undrawn commitments with respect thereto, any make-whole payments, fees, or premium (including tender premium) applicable thereto or paid in connection therewith, any swap breakage costs and other termination costs related to Hedge Agreements, plus upfront fees and original issue discount on such refinancing Indebtedness, plus other customary fees and expenses in connection with such refinancing, (b) other than in the case of a refinancing of Capital Lease Obligations and Indebtedness secured by Purchase Money Security Interests, such refinancing has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being refinanced, (c) the borrower/issuer under such refinancing is the same Person that is the borrower/issuer under the Indebtedness being so refinanced (or was a guarantor thereof) and each of the other Persons that are (or are required to be) obligors under such refinancing are the same Persons as those that are (or are required to be) obligors under the Indebtedness being so refinanced, (d) in the event such Indebtedness being so refinanced is (i) contractually subordinated in right of payment to the Obligations or is secured by a Lien on the Collateral the priority of which is contractually subordinated to the Liens on the Collateral securing the Obligations, such refinancing shall contain subordination provisions which are the same as those in effect prior to such refinancing or are no less favorable, taken as a whole, to the Secured Parties than those contained in the Indebtedness being so refinanced or are otherwise acceptable to the Administrative Agent or (ii) otherwise secured by a junior permitted lien on the Collateral, in the case of this clause (ii) such refinancing shall be unsecured or secured by a junior permitted lien on the Collateral, (e) such refinancing does not provide for the granting or obtaining of collateral security from, or obtaining any lien on any assets of, any Person, other than (x) collateral security obtained from Persons that provided (or were required to provide) collateral security with respect to Indebtedness being so refinanced (so long as the assets subject to such liens were or would have been required to secure the Indebtedness so refinanced) ( provided that additional Persons that would have been required to provide collateral security with respect to the Indebtedness being so refinanced may provide collateral security with respect to such refinancing) and (y) to the extent otherwise permitted by Section 6.3, (f) in the event such Indebtedness being so refinanced is Junior Material Debt or is incurred under Section 6.2(d) or (g), the terms of such refinancing, as compared to the Indebtedness being so refinanced, are no less favorable in the aggregate, to the ABL Administrative Borrower, its Restricted Subsidiaries and the Secured Parties as compared to the Indebtedness being so refinanced (other than (x) with respect to interest rates, fees, funding discounts, liquidation preferences, premiums, no call

periods, subordination terms and optional prepayment and optional redemption provisions, and (y) terms (i) applicable only after the then Latest Maturity Date (as determined on the date of incurrence of such Indebtedness)) or (ii) added to this Agreement for benefit of the Lenders and (g) in the event such Indebtedness is secured by Liens on all or any portion of the Collateral, a Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of each applicable Customary Intercreditor Agreement; provided further that any Indebtedness of the ABL Administrative Borrower or any of its Restricted Subsidiaries refinancing the Convertible Senior Notes shall be unsecured or secured on a junior basis to the Obligations.

“ Permitted Reorganization ”: the extent not otherwise permitted under this Agreement, any corporate reorganization (or similar transaction or event) entered into among Holdings, Parent, the ABL Administrative Borrower and/or its Restricted Subsidiaries for tax planning purposes (each, a “ Reorganization ”), and each step reasonably required to effect such Reorganization; provided that (a) the security interest of the Administrative Agent in the Collateral, taken as a whole, is not impaired in connection therewith, (b) the ABL Administrative Borrower shall not change its jurisdiction of organization or formation in connection therewith to a jurisdiction outside of the United States, (c) after giving effect to such Reorganization, the ABL Administrative Borrower and its Restricted Subsidiaries otherwise comply with Section 5.10, and (d) such Reorganization is not otherwise adverse to the Lenders in any material respect.

“ Permitted Term Loan Refinancing Indebtedness ”: as defined in the Term Loan Credit Agreement as in effect on the Closing Date.

“ Permitted Unsecured FILO Refinancing Debt ”: any unsecured Indebtedness incurred by the ABL Administrative Borrower in the form of one or more series of unsecured notes or loans; provided that (i) such Indebtedness is not secured by any property or assets of the ABL Administrative Borrower or any Subsidiary and (ii) such Indebtedness constitutes Permitted FILO Credit Agreement Refinancing Indebtedness. Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Person ”: an individual, partnership, corporation, limited liability company, unlimited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“ Plan ”: at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the ABL Administrative Borrower or a Commonly Controlled Entity is (or, if such Plan were terminated at such time, would under Section 4062 or Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

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

“ Platform ”: as defined in Section 5.2.

“ Pledged Capital Stock ”: as defined in the Guarantee and Collateral Agreement.

“ PPSA ”: the Personal Property Security Act (Ontario) or the equivalent legislation (including the Civil Code (Quebec)) in any other applicable province or territory of Canada.

“ Prepayment Event ”: as defined in Section 2.13(d).

“ Pricing Grid ”: the pricing grid attached hereto as Annex A.

“ Primary Related Party ”: as defined in Section 9.3(b).

“ Prime Rate ”: the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank as its prime rate in effect at its office located at 270 Park Avenue, New York, New York (the Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank in connection with extensions of credit to debtors); each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“ Prior Claims ”: all Liens created or arising by applicable law (excluding Liens voluntarily granted) which rank prior to or pari passu with the Liens created by the Security Documents on the ABL Priority Collateral.

“ Pro Forma Basis ”: with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Pro Forma Transactions) in accordance with Section 1.5.

“ Pro Forma Compliance ”: with respect to the Financial Covenant, compliance on a Pro Forma Basis with such covenant in accordance with Section 1.5.

“ Pro Forma Transaction ”: any incurrence or repayment of Indebtedness (other than for working capital purposes or in the ordinary course of business) pursuant to Section 6.2(a) (but only with respect to Revolving Credit Loans, and only if the Financial Covenant is or would then be in effect after giving effect thereto) or Section 6.2(i) or Section 6.2(ff) , the making of any Investment pursuant to Section 6.8(m), any Investment that results in a Person becoming a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the ABL Administrative Borrower or any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any Disposition of a business unit, line of business or division of the ABL Administrative Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise.

“ Projections ”: as defined in Section 5.2(c).

“ Property ”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

“ Protective Advances ”: as defined in Section 2.4(c).

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

“ Purchase Money Security Interest ”: a Lien created or assumed securing Indebtedness incurred to finance the unpaid acquisition price of personal property (but, for certainty, excluding equity interests) provided that in each case (i) such Lien is created prior to, or concurrently with, the acquisition of such personal property, (ii) such Lien does not at any time encumber any property other than the property financed or refinanced by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased subsequent to such acquisition, and (iv) the principal amount of Indebtedness secured by any such Lien at no time exceeds 100% of the original acquisition price of such personal property at the time it was acquired.

“ Qualified Counterparty ”: with respect to any Specified Hedge Agreement or Cash Management Obligations, any counterparty thereto that, at the time such Specified Hedge Agreement or Cash Management Obligations were entered into or on the Closing Date, was a Lender or an affiliate of a Lender.

“ Qualified Capital Stock ”: Capital Stock that is not Disqualified Capital Stock.

“ Qualifying Acquisition ”: any acquisition (including any Permitted Acquisition) of all or substantially all assets of a Person, a line of business, or other bulk purchase transaction not prohibited under this Agreement so long as such acquisition or bulk purchase transaction is in respect of the same or like businesses (or a generally related or ancillary line of business or a reasonable extension thereof) as those carried on by a Borrower or the Canadian Guarantor as of the Closing Date.

“ Receivable” : as defined in the Guarantee and Collateral Agreement.

“ Recovery Event ”: any settlement of, or payment in respect of, any property or casualty insurance claim or any condemnation proceeding relating to any asset of the ABL Administrative Borrower or any of its Restricted Subsidiaries, other than any such settlement or payment resulting in Net Cash Proceeds constituting Excluded Proceeds.

“ Refinanced FILO Term Debt ”: as defined in the definition of Permitted FILO Credit Agreement Refinancing Indebtedness.

“ Refinancing Indebtedness ”: with respect to any Indebtedness, any other Indebtedness incurred in connection with a Permitted Refinancing of such Indebtedness.

“ Register ”: as defined in Section 9.4(b)(iv).

“ Registered Equivalent Notes ”: with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“ Regulation FD ”: Regulation FD as promulgated by the US Securities and Exchange Commission under the Securities Act and Exchange Act as in effect from time to time.

“ Regulation U ”: Regulation U of the Board as in effect from time to time.

“ Reimbursement Obligation ”: the obligation of the each Borrower to reimburse each Issuing Bank pursuant to Section 2.8(e) for amounts drawn under Letters of Credit issued by such Issuing Bank.

“ Reinvestment Deferred Amount ”: with respect to any Reinvestment Event, the aggregate amount of Net Cash Proceeds received by the ABL Administrative Borrower or any of its Restricted Subsidiaries in connection therewith that are not applied to prepay the Term Loans or the FILO Term Loans in accordance with Section 2.15(e) and 2.15(f), as a result of the delivery of a Reinvestment Notice.

“ Reinvestment Event ”: any Asset Sale or Recovery Event in respect of which the ABL Administrative Borrower has delivered a Reinvestment Notice.

“ Reinvestment Notice ”: a written notice executed by a Responsible Officer stating that (i) the aggregate amount of Net Cash Proceeds of Asset Sales and Recovery Events made on or prior to such date exceeds $200,000,000, (ii) the ABL Administrative Borrower (or a Restricted Subsidiary) intends and expects to use all or a portion of the amount of Net Cash Proceeds of an Asset Sale or Recovery Event to (A) restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in its or such Restricted Subsidiary’s business or (B) prepay or repay, as the ABL Administrative Borrower may elect in its sole discretion, (I) any Term Loans, (II) permitted Indebtedness that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Term Loan Obligations or the Obligations, (III) FILO Term Loans (or any refinancing thereof that does not constitute Junior Lien Obligations) or (IV) Revolving Credit Loans (or any refinancing thereof that does not constitute Junior Lien Obligations) (to the extent that, with respect to such Revolving Credit Loans, Revolving Credit Commitments in a corresponding amount are permanently reduced or terminated in connection with any such repayment), and (iii) the Consolidated Net First Lien Leverage Ratio on a pro forma basis after giving effect to any permitted contemplated prepayment of Indebtedness does not exceed 3.25 to 1.00.

“ Reinvestment Prepayment Amount ”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to (a) restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the ABL Administrative Borrower’s or a Restricted Subsidiary’s business or (b) repay or prepay, as the ABL Administrative Borrower may elect in its sole discretion, (I) any Term Loans, (II) permitted Indebtedness that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Term Loan Obligations or the Obligations, (III) FILO Term Loans (or any refinancing thereof that does not constitute Junior Lien Obligations) or (IV) Revolving Credit Loans (or any refinancing thereof that does not constitute Junior Lien Obligations) (to the extent that, with respect to such Revolving Credit Loans, Revolving Credit Commitments in a corresponding amount are permanently reduced or terminated in connection with any such repayment).

“ Reinvestment Prepayment Date ”: with respect to any Reinvestment Event, the earlier of (a) the date occurring one year (or, if the ABL Administrative Borrower or a Restricted

Subsidiary shall have entered into a legally binding commitment within one year after such Reinvestment Event to (x) restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the ABL Administrative Borrower’s or the applicable Restricted Subsidiary’s business or (y) repay or prepay, as the ABL Administrative Borrower may elect in its sole discretion, (I) any Term Loans, (II) permitted Indebtedness that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Term Loan Obligations or the Obligations, (III) FILO Term Loans (or any refinancing thereof that does not constitute Junior Lien Obligations) or (IV) Revolving Credit Loans (or any refinancing thereof that does not constitute Junior Lien Obligations) (to the extent that, with respect to such Revolving Credit Loans, Revolving Credit Commitments in a corresponding amount are permanently reduced or terminated in connection with any such repayment), with the applicable Reinvestment Deferred Amount, 18 months) after such Reinvestment Event and (b) the date on which the ABL Administrative Borrower shall have determined not to, or shall have otherwise ceased to, (i) restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the ABL Administrative Borrower’s or the applicable Restricted Subsidiary’s business or (ii) voluntarily repay (I) Term Loans, (II) permitted Indebtedness that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Term Loan Obligations or the Obligations, (III) FILO Term Loans (or any refinancing thereof that does not constitute Junior Lien Obligations) or (IV) Revolving Credit Loans (or any refinancing thereof that does not constitute Junior Lien Obligations) (to the extent that, with respect to such Revolving Credit Loans, Revolving Credit Commitments in a corresponding amount are permanently reduced or terminated in connection with any such repayment), with all or any portion of the relevant Reinvestment Deferred Amount.

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

“ Repayment ”: as defined in Section 1.5(d).

“ Replacement FILO Term Loan Facility ”: as defined in Section 2.25(a).

“ Replacement FILO Term Loan Facility Amendment ”: as defined in Section 2.25(c).

“ Replacement FILO Term Loans ”: as defined in Section 2.25(a).

“ Replacement Liens ”: with respect to any Lien, any modification, replacement, renewal or extension of such Lien; provided that (i) such modification, replacement, renewal or extension of such Lien does not extend to any additional property other than (A) after-acquired property (to the extent such after-acquired property would have been subject to such Lien prior to such modification, replacement, renewal or extension) and (B) proceeds and products thereof, and (ii) any Indebtedness secured by such Liens is permitted by Section 6.2.

“ Reportable Event ”: any of the “reportable events” set forth in Section 4043(c) of ERISA or the regulations issued thereunder, with respect to a Single Employer Plan, other than

those events as to which notice is waived pursuant to PBGC Regulation § 4043 as in effect on the Closing Date (no matter how such notice requirement may be changed in the future).

“ Representative ”: with respect to any series of Permitted Pari Passu Secured FILO Refinancing Debt, Permitted Pari Passu Secured Refinancing Debt, Permitted Junior Secured FILO Refinancing Debt, Permitted Junior Secured Refinancing Debt or other Indebtedness permitted to be incurred pursuant to Section 6.2 (and permitted to be secured by all or any portion of the Collateral pursuant to Section 6.3), the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“ Repricing Transaction ”: (i) any prepayment, refinancing or repayment of all or any portion of the FILO Term Loans with the proceeds of, or any conversion of FILO Term Loans into, any substantially concurrent issuance of a new or replacement tranche or tranches of bank debt financing the primary purpose of which (as determined by the ABL Administrative Borrower acting in good faith) is to (and which does) reduce the All-In Yield applicable to the FILO Term Loans and (ii) any amendment to the FILO Term Facility the primary purpose of which is to (and which does) reduce the All-In Yield applicable to the FILO Term Loans.

“ Required FILO Lenders ”: at any time, the holders of more than 50% of the aggregate unpaid principal amount of the FILO Term Loans then outstanding; provided that at no time will FILO Term Loans held by Defaulting Lenders be included in determining whether the “Required FILO Lenders” threshold is met.

“ Required Lenders ”: holders of more than 50% of the sum of (i) the Total Revolving Credit Commitments then in effect (or, if the Revolving Credit Commitments have been terminated, the Total Revolving Credit Exposure) and (ii) the aggregate unpaid principal amount of the FILO Term Loans then outstanding; provided that at no time will Revolving Credit Exposure, Revolving Credit Commitments or FILO Term Loans held by Defaulting Lenders be included in determining whether the “Required Lenders” threshold is met.

“ Required Revolving Lenders ”: at any time, the holders of more than 50% of the Total Revolving Credit Commitments then in effect or, if the Revolving Credit Commitments have been terminated, the Total Revolving Credit Exposure; provided that at no time will Revolving Credit Exposure or Revolving Credit Commitments held by Defaulting Lenders be included in determining whether the “Required Revolving Lenders” threshold is met.

“ Requirement of Law ”: as to any Person, the Certificate of Incorporation and By Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, 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.

“ Requirement of Tax Law ”: as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority relating to Taxes, 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 ”: without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves (including, to the extent satisfying the criteria below, Accounts Reserves, Ad Valorem Tax Reserves, Inventory Reserves, Landlord Lien Reserves, Designated Cash Management Reserves, Canadian Priority Payable Reserves, reserves for unpaid and accrued sales tax, reserves for banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts, Designated Hedging Reserves, Customer Credit Liability Reserves, Customer Deposits Reserves, Royalty Reserves, reserves for e-commerce commissions, reserves for promotional credits earned by franchisees, reserves for cash collateral provided by franchisees, reserves for Accounts owed by international franchisees in excess of letters of credit posted to support such Accounts, reserves for self-funded insurance, reserves for the aggregate amount of liabilities secured by Liens upon ABL Priority Collateral that are senior to the Administrative Agent’s Liens on the ABL Priority Collateral or that may be required to be paid to permit the exercise of rights and remedies with respect to the ABL Priority Collateral, including Prior Claims, but other than Liens subject to a Customary Intercreditor Agreement, reserves for accrued and unpaid property taxes, reserves for uninsured, underinsured, unindemnified or under-indemnified liabilities or potential liabilities with respect to any litigation in respect of the Collateral included in the Borrowing Bases, reserves for any judgment Liens that encumber Collateral included in the Borrowing Bases not to exceed the amount of such judgment, reserves for Taxes, fees, assessments, and other governmental charges, and other reserves against Eligible Accounts Receivable, Eligible Gift Card Receivables, Eligible Credit Card Receivables and Eligible Inventory) that the Administrative Agent from time to time determines in its Permitted Discretion as being appropriate to reflect:

1. the impediments to the Administrative Agent’s ability to realize upon the Collateral included in the Borrowing Bases in accordance with the Loan Documents;

2. claims and liabilities that will need to be satisfied, or will dilute the amounts received by holders of Loans, in connection with the realization upon such Collateral; or

3. criteria, events, conditions, contingencies or risks that adversely affect any component of the Borrowing Bases, the Collateral included therein or the validity or enforceability of the Loan Documents or any material remedies of the Administrative Agent, each Issuing Bank and each Lender under the Loan Documents with respect to such Collateral.

The establishment or increase of any Reserve will be limited to the exercise by the Administrative Agent of Permitted Discretion, upon at least three Business Days’ prior written notice to the ABL Administrative Borrower (which notice will include a reasonably detailed description of the Reserve being established). During such three Business Day period, the Administrative Agent shall, if requested, discuss any such new or modified Reserve with the ABL Administrative Borrower and the ABL Administrative Borrower may take such action as may be required so that the event, condition or matter that is the basis for such new or modified Reserve 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.

Notwithstanding anything to the contrary herein, (a) no rent reserves shall be established with respect to Distribution Centers prior to the date that is 120 days following the Closing Date, (b) no Reserves shall be established as a result of any Loan Party’s failure to obtain Collateral Access Agreements with respect to leased store locations (other than with respect to leased store locations in any Landlord Lien State and any other state, province or territory in which a landlord’s claim for rent has priority over the liens in respect of the Obligations), (c) no reserves may be taken after the Closing Date based on circumstances, conditions, events or contingencies known to the Administrative Agent as of the Closing Date and for which no reserves were imposed on the Closing Date, except if (i) such circumstances, conditions, events or contingencies (including, without limitation, the amount thereof) shall have changed in any material adverse respect since the Closing Date or (ii) such reserve is a Permitted Post-Closing Reserve, (d) the amount of any such Reserve or change shall have a reasonable relationship to the event, condition or other matter that is the basis for such Reserve or such change, (e) no Reserves or changes shall be duplicative of Reserves or changes already accounted for through exclusions in the definitions of Eligible Accounts Receivable, Eligible Inventory, Eligible Gift Card Receivables and Eligible Credit Card Receivables (including advance rates) or shall constitute a general reserve applicable to all Eligible Inventory, all Eligible Accounts Receivable, Eligible Gift Card Receivables and/or all Eligible Credit Card Receivables that is the functional equivalent of a decrease in advance rates and (f) no Reserves against the FILO Borrowing Base shall be duplicative of Reserves already maintained against the Borrowing Base, and no reserves against the Borrowing Base shall be duplicative of Reserves already maintained against the FILO Borrowing Base.

“ Resignation Effective Date ”: as defined in Section 8.9.

“ Responsible Officer ”: as to any Person, the chief executive officer, president, chief financial officer, chief accounting officer, comptroller, treasury manager, treasurer or assistant treasurer of such Person, but in any event, with respect to financial matters, the chief financial officer, chief accounting officer, comptroller, treasurer or assistant treasurer of such Person. Unless otherwise qualified, all references to a “Responsible Officer” shall refer to a Responsible Officer of the ABL Administrative Borrower.

“ Restricted Payments ”: as defined in Section 6.6.

“ Restricted Subsidiary ”: any Subsidiary other than an Unrestricted Subsidiary.

“ Returns ”: with respect to any Investment, any dividends, distributions, return of capital and other amounts received or realized in respect of such Investment.

“ Revolving Credit Borrowing ”: a Borrowing comprised of Revolving Credit Loans.

“ Revolving Credit Commitment ”: as to any Revolving Credit Lender, the obligation of such Lender, if any, to make Revolving Credit Loans and participate in Swingline Loans and Letters of Credit, in an aggregate principal and/or face amount not to exceed the

amount set forth under the heading “Revolving Credit Commitment” opposite such Lender’s name on Schedule 2.1, or, as the case may be, in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Total Revolving Credit Commitments on the Closing Date is $100,000,000.

“ Revolving Credit Exposure ”: with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Credit Loans and its LC Exposure and Swingline Exposure at such time.

“ Revolving Credit Facility ”: as defined in the definition of “Facility” in this Section 1.1.

“ Revolving Credit Lender ”: each Lender that has a Revolving Credit Commitment or that is the holder of Revolving Credit Loans.

“ Revolving Credit Loans ”: Loans made pursuant to Section 2.5(a).

“ Revolving Credit Maturity Date ”: with respect to (a) Revolving Credit Commitments that have not been extended pursuant to Section 2.26, August 28, 2022, and (b) with respect to Extended Revolving Credit Commitments, the final maturity date therefor as specified in the applicable Extension Offer accepted by the respective Revolving Credit Lender or Revolving Credit Lenders; provided that, unless on or prior to the Revolving Springing Maturity Date, all outstanding amounts under the Convertible Senior Notes exceeding $50,000,000 have been either (x) refinanced with Indebtedness that matures later than November 27, 2022 or (y) repaid (other than with the proceeds of Indebtedness that matures earlier than November 28, 2022) or converted into equity of Parent or Holdings or Effectively Discharged, the Revolving Credit Maturity Date shall be the Revolving Springing Maturity Date.

“ Revolving Credit Percentage ”: as to any Revolving Credit Lender at any time, the percentage which such Lender’s Revolving Credit Commitment then constitutes of the Total Revolving Credit Commitments (or, at any time after the Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate amount of such Lender’s Revolving Credit Exposure then outstanding constitutes of the amount of the Total Revolving Credit Exposure). Notwithstanding the foregoing, in the case of Section 2.23 when a Defaulting Lender shall exist, Revolving Credit Percentages shall be determined without regard to any Defaulting Lender’s Revolving Credit Commitment.

“ Revolving Springing Maturity Date ”: May 16, 2020 or, if later, the date that is 91 days prior to the stated maturity date of any Indebtedness that refinances the Convertible Senior Notes and has a stated maturity date between August 15, 2020 and November 27, 2022.

“ Royalties ”: all royalties, fees, expense reimbursement and other amounts payable by any Borrowers or the Canadian Guarantor under a license of Intellectual Property.

“ Royalty Reserve ”: an amount equal to all accrued Royalties that are then due and payable by any Borrowers or the Canadian Guarantor and are then unpaid.

“ Sale and Leaseback Transaction ”: as defined in Section 6.11.

“ Sanctioned Country ”: at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, for purposes of Sanctions imposed, administered or enforced by the U.S. government, Crimea, Cuba, Iran, North Korea and Syria).

“ Sanctioned Person ”: 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, any European Union member state or Her Majesty’s Treasury of the United Kingdom, (b) any Person listed in any Sanctions-related list of “designated Persons” maintained by the federal government of Canada, (c) any Person operating, organized or resident in a Sanctioned Country or (d) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a), (b) or (c).

“ Sanctions ”: economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government or the Canadian 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 or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.

“ S&P ”: Standard & Poor’s Financial Services LLC.

“ Scheduled Repayment Amount ”: for any Excess Cash Flow Period, the aggregate amount of all scheduled repayments of any Term Loans, any Permitted Pari Passu Secured FILO Refinancing Debt, Permitted Pari Passu Secured Refinancing Debt and, to the extent secured by Liens on a pari passu basis (without regard to control of remedies or application of payments) with the Term Loans, any Incremental Equivalent Debt, in each case made during such Excess Cash Flow Period (or, at the option of the ABL Administrative Borrower, during the next Excess Cash Flow Period and prior to the Excess Cash Flow Application Date in such next Excess Cash Flow Period), except, in each case, to the extent financed with the proceeds of Funded Debt (other than Funded Debt consisting of revolving indebtedness). To the extent such repayments made after the applicable Excess Cash Flow Period reduce Excess Cash Flow for such Excess Cash Flow Period, such repayments shall not also reduce Excess Cash Flow in the Excess Cash Flow Period in which they are made.

“ Screen Rate ”: as defined in the definition of “LIBO Rate”.

“ SEC ”: the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

“ Secured Parties ”: as defined in the Guarantee and Collateral Agreement.

Agreement or any other Loan Document, any deed of hypothec, Bank Act (Canada) security documents and all other security documents hereafter delivered to the Collateral Agent granting a Lien on any Property of any Loan Party to secure any of the obligations and liabilities of any Loan Party under any Loan Document.

“ Shrink ”: Inventory that is lost, misplaced, stolen or otherwise unaccounted for.

“ Shrink Reserve ”: an amount reasonably estimated by the Administrative Agent to be equal to that amount which is required in order that the Shrink reflected in current stock ledger of the Borrowers or the Canadian Guarantor would be reasonably equivalent to the Shrink calculated as part of the Borrowers’ or the Canadian Guarantor’s most recent physical inventory (it being understood and agreed that no Shrink Reserve established by the Administrative Agent shall be duplicative of any Shrink as so reflected in the current stock ledger of the Borrowers or the Canadian Guarantor or estimated by the Borrowers or the Canadian Guarantor for purposes of computing any Borrowing Base other than at month’s end).

“ Single Employer Plan ”: any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

“ Solvent ”: with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, (d) such Person does not intend to incur, or believe or reasonably should believe that it will incur debts beyond its ability to pay as they mature, and (e) such Person is not an “insolvent person” as such term is defined in the Bankruptcy and Insolvency Act (Canada). For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured. For purposes of this definition, the amount of any contingent, unliquidated and disputed claim and any claim that has not been reduced to judgment at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Specified Change of Control ”: a “Change of Control”, or like event, as defined in the agreements governing any Material Debt.

“ Specified China Subsidiary ”: either (a) an entity to be formed after the Closing Date, which immediately upon formation will be a Foreign Subsidiary, or (b) GNC Hong Kong Limited (but which in either case may cease to be a Subsidiary pursuant to Section 6.5(t)).

“ Specified Event of Default ”: (i) any Event of Default pursuant to Section 7.1(a) or 7.1(f), (ii) any Event of Default pursuant to Section 7.1(m), (iii) any Event of Default pursuant to Section 7.1(c)(i) (solely with respect to any default under Section 6.1) or (iv) any Event of Default pursuant to Section 7.1(c)(ii).

“ Specified Harbin Proceeds ”: as defined in Section 2.15(i).

“ Specified Hedge Agreement ”: any Hedge Agreement entered into or assumed by any Borrower or any Guarantor and any Qualified Counterparty and designated by the Qualified Counterparty and any Borrower in writing to the Administrative Agent as a “Specified Hedge Agreement”. Notwithstanding the foregoing, for all purposes of the Loan Documents, any guarantee of, or grant of any Lien to secure, any obligations in respect of a Specified Hedge Agreement by a Guarantor shall not include any Excluded Swap Obligations.

“ Specified Taxable Year ”: as defined in Section 6.6(c).

“ Statutory Reserve Rate ”: a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentage shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Subordinated Intercompany Note ”: the Subordinated Intercompany Note attached as Exhibit C to the Guarantee and Collateral Agreement.

“ Subsidiary ”: as to any Person, a corporation, partnership, limited liability company, unlimited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the ABL Administrative Borrower.

“ Subsidiary Guarantor ”: each Subsidiary of the ABL Administrative Borrower, other than an Excluded Subsidiary.

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

“ Swingline Lender ”: JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder.

“ Swingline Loan ”: a Loan made pursuant to Section 2.7.

“ Swingline Sublimit ”: as defined in Section 2.7(a).

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

“ Term Loan Administrative Agent ”: as defined in the definition of “Term Loan Credit Agreement”.

“ Term Loan Collateral Agent ”: as defined in the definition of “Term Loan Credit Agreement”.

“ Term Loan Credit Agreement ”: that certain Amended and Restated Term Loan Credit Agreement, dated as of February 28, 2018, among Parent, the ABL Administrative Borrower, JPMorgan Chase Bank, N.A. as administrative agent (in such capacity, together with any successor thereto, the “ Term Loan Administrative Agent ”) on behalf of itself and the lenders party thereto and GLAS Trust Company LLC as collateral agent (in such capacity, together with any successor thereto, the “ Term Loan Collateral Agent ”).

“ Term Loan Documents ”: the Term Loan Credit Agreement and the other “Loan Documents” under and as defined in the Term Loan Credit Agreement.

“ Term Loan Lender ”: each “Lender” as defined in the Term Loan Credit Agreement.

“ Term Loan Obligations ”: the “Obligations” (under and as defined in the Term Loan Credit Agreement).

“ Term Loans ”: any term loans made pursuant to the Term Loan Credit Agreement.

“ Term Priority Collateral ”: the “Term Priority Collateral” (under and as defined in the ABL Intercreditor Agreement).

“ Test Period ”: on any date of determination, the period of four consecutive fiscal quarters of the ABL Administrative Borrower then most recently ended for which financial statements have been delivered or were required to be delivered on or prior to the Closing Date or pursuant to Section 5.1(a) or (b), taken as one accounting period.

“ Total Revolving Credit Commitments ”: at any time, the aggregate amount of the Revolving Credit Commitments then in effect.

“ Total Revolving Credit Exposure ”: at any time, the aggregate amount of the Revolving Credit Exposure of the Revolving Credit Lenders outstanding at such time.

“ Tranche B-2 Term Loans ”: The “Tranche B-2 Term Loans” (under and as defined in the Term Loan Credit Agreement as in effect on the Closing Date).

“ Transactions ”: the collective reference to (i) the execution, delivery and performance on the Closing Date by the Borrowers of this Agreement and by the ABL Administrative Borrower of the Term Loan Credit Agreement, the borrowings and issuances hereunder on the Closing Date and the use of the proceeds hereof, (ii) the transactions contemplated by the Amendment Agreement and (iii) the payment of fees and expenses in connection with the foregoing.

“ 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 LIBO Rate or the Alternate Base Rate.

“ UCC ” or “ Uniform Commercial Code ”: the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“ Unrestricted Cash ”: cash or Cash Equivalents of the ABL Administrative Borrower or any of its Restricted Subsidiaries that are not subject to any express contractual restrictions on the application thereof (it being expressly understood and agreed that, for the avoidance of doubt, affirmative and negative covenants and events of default that do not expressly restrict the application of such cash or Cash Equivalents shall not constitute express contractual restrictions for purposes of this definition) and not subject to any Lien (other than Liens created by the Loan Documents or the Term Loan Documents or securing Incremental Equivalent Debt, Permitted Pari Passu Secured Refinancing Debt, Permitted Pari Passu Secured FILO Refinancing Debt, Permitted Junior Secured Refinancing Debt, Permitted Junior Secured FILO Refinancing Debt or Indebtedness permitted by Section 6.2(dd) or (ff), non-consensual Liens permitted by Section 6.3 or (whether or not consensual) Liens permitted by Sections 6.3(m) and 6.3(q)). For the avoidance of doubt, when any of the Consolidated Net Senior Secured Leverage Ratio or Consolidated Net Total Leverage Ratio is being calculated for purposes of incurring any Indebtedness under 6.2(i), (bb) or (ff), the proceeds of such Indebtedness shall not constitute Unrestricted Cash for purposes of such calculation.

“ Unrestricted Subsidiary ”: any Subsidiary of the ABL Administrative Borrower designated by the board of directors of the ABL Administrative Borrower as an Unrestricted Subsidiary pursuant to Section 5.15 subsequent to the Closing Date, until such Person ceases to be an Unrestricted Subsidiary of the ABL Administrative Borrower in accordance with Section 5.15.

other required payments of principal (excluding nominal amortization), including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“ Withholding Agent ”: any Loan Party or the Administrative Agent, as applicable.

“ Wholly Owned Subsidiary ”: as to any Person, any other Person all of the Capital Stock of which (other than (a) directors’ qualifying shares and (b) nominal shares issued to foreign nationals to the extent required by any applicable Requirement of Law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

“ Wholly Owned Subsidiary Guarantor ”: any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the ABL Administrative Borrower.

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

1.2 Other Definitional Provisions .

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, unless otherwise specified herein or in such other Loan Document:

(i) the words “hereof”, “herein” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Documents as a whole and not to any particular provision of thereof;

(ii) Section, Schedule and Exhibit references refer to (A) the appropriate Section, Schedule or Exhibit in this Agreement or (B) to the extent such references are not present in this Agreement, to the Loan Document in which such reference appears;

(iii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(iv) the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(v) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings);

(vi) unless the context requires otherwise, the word “or” shall be construed to mean “and/or”;

(vii) unless the context requires otherwise, (A) any reference to any Person shall be construed to include such Person’s legal successors and permitted assigns, (B) any reference to any law or regulation shall refer to such law or regulation as amended, modified or supplemented from time to time, and any successor law or regulation, (C) the words “asset” and “property” shall be construed to have the same meaning and effect, and (D) references to agreements (including this Agreement) or other Contractual Obligations shall be deemed to refer to such agreements or Contractual Obligations as amended, restated, amended and restated, supplemented or otherwise modified from time to time;

(viii) references to any direct or indirect parent company of the Parent shall refer to Holdings and any of its Wholly Owned Subsidiaries which are parent companies of the Parent; and

(ix) for purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Québec, (q) “personal property” shall be deemed to include “movable property”, (r) “real property” shall be deemed to include “immovable property”, (s) “tangible property” shall be deemed to include “corporeal property”, (t) “intangible property” shall be deemed to include “incorporeal property”, (u) “security interest” and “mortgage” shall be deemed to include a “hypothec”, (v) all references to filing, registering or recording under the UCC or the PPSA shall be deemed to include publication under the Civil Code of Québec, (w) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to the “opposability” of such Liens to third parties, (x) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (y) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, and (z) an “agent” shall be deemed to include a “mandatary”.

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

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e) The expressions “payment in full,” “paid in full” and any other similar terms or phrases when used herein with respect to the Obligations shall mean the payment in full, in immediately available funds, of all of the Obligations (excluding Obligations in respect of (x) any Specified Hedge Agreements and Cash Management Obligations and (y) contingent reimbursement and indemnification obligations that are not then due and payable).

1.3 Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Credit Loan” or a “FILO Term Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Credit Loan” or “Eurodollar FILO Term Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing” or “FILO Term Loan Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Credit Borrowing” or “Eurodollar FILO Term Loan Borrowing”).

1.4 Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time ( provided that, (i) notwithstanding anything to the contrary herein, all accounting or financial terms used herein shall be construed, and all financial computations pursuant hereto shall be made, without giving effect to any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings or any Subsidiary at “fair value”, as defined therein, (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof), (iii) for purposes of determinations of the Fixed Charge Coverage Ratio, the Consolidated Net Senior Secured Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Consolidated Net Total Leverage Ratio, GAAP shall be construed as in effect on the Closing Date and (iv) notwithstanding anything to the contrary herein, in the event of a change under GAAP (or the application thereof) requiring any leases to be capitalized that are not required to be capitalized as of the Closing Date, only those leases that would result or would have resulted in Capital Lease Obligations or Capital Expenditures on the Closing Date (assuming for purposes hereof that they were in existence on the Closing Date) will be considered capital leases and all calculations under this Agreement will be made in accordance therewith. In the event that any “Accounting Change” as defined below shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the ABL Administrative Borrower or the Administrative Agent, the ABL Administrative Borrower, the Administrative Agent and the Lenders shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the ABL Administrative Borrower’s financial condition shall be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect prior to the date of such Accounting Change shall remain in effect until the effective date of such amendment. “ Accounting Change ” refers to any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants.

1.5 Pro Forma Calculations . (a) Notwithstanding anything to the contrary herein, the Fixed Charge Coverage Ratio, the Consolidated Net Total Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Consolidated Net Senior Secured Leverage

Ratio shall be calculated in the manner prescribed by this Section 1.5; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.5, when (i) calculating the Consolidated Net First Lien Leverage Ratio for the purposes of (i) the ECF Percentage of Excess Cash Flow and (ii) determining actual compliance (not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant for purposes of Section 6.1, the events described in this Section 1.5 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

(b) For purposes of calculating the Fixed Charge Coverage Ratio, the Consolidated Net Total Leverage Ratio, Consolidated Net First Lien Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio, Pro Forma Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a p ro forma basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the ABL Administrative Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Pro Forma Transaction that would have required adjustment pursuant to this Section 1.5, then the Fixed Charge Coverage Ratio, the Consolidated Net Total Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.5.

(c) Whenever pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the ABL Administrative Borrower and include, without duplication, (i) the EBITDA (as determined in good faith by the ABL Administrative Borrower and in any case consistent with the definition of “Consolidated EBITDA” set forth herein)of any Person or line of business acquired or disposed of and (ii) the “run-rate” (i.e., the full recurring benefit for a period associated with an action taken or expected to be taken) amount of cost savings, operating expense reductions, other operating improvements and synergies resulting from such Pro Forma Transaction that are certified by such Responsible Officer of the ABL Administrative Borrower to the Administrative Agent as being (x) factually supportable and reasonably identifiable, reasonably attributable to the actions specified and reasonably anticipated to result from such actions and (y) reasonably anticipated to be realized within twelve months after the closing date of such Pro Forma Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of the relevant Test Period as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period, net of the amount of actual benefits realized during such period from such actions.

(d) In the event that the ABL Administrative Borrower or any Restricted Subsidiary (i) incurs (including by assumption or guarantees) or (ii) repays, redeems, defeases, retires, extinguishes, otherwise acquires or is released from or otherwise no longer obligated in respect of (each, a “ Repayment ”), any Indebtedness included in the calculations of the Fixed

Charge Coverage Ratio, the Consolidated Net Total Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (x) during the applicable Test Period or (y) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Fixed Charge Coverage Ratio, the Consolidated Net Total Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence or Repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period.

1.6 Classification of Permitted Items . For purposes of determining compliance at any time with Sections 6.2, 6.3, 6.5, 6.6, 6.8, 6.9, 6.13 or 6.14, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Contractual Obligation, encumbrance or restriction or payment, prepayment, repurchase, redemption, defeasance or amendment, modification or other change in respect of Indebtedness meets the criteria of more than one of the categories of transactions permitted pursuant to any clause of such Sections 6.2, 6.3, 6.5, 6.6, 6.8, 6.9, 6.13 or 6.14, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the ABL Administrative Borrower in its sole discretion at such time of determination. For the avoidance of doubt, (i) the ABL Administrative Borrower may at any time classify and reclassify Indebtedness (or any portion thereof) incurred under Section 6.2 and Liens (or any portion thereof) incurred under Section 6.3 among applicable exceptions to such covenants and (ii) if the ABL Administrative Borrower or any Restricted Subsidiary in connection with any transaction or series of related transactions substantially concurrently (A) incurs Indebtedness as permitted by a ratio-based basket and (B) incurs Indebtedness under a non-ratio-based basket, then the applicable ratio will be calculated with respect to such action under the applicable ratio-based basket without regard to such action under such non-ratio-based basket made in connection with such transaction or series of related transactions.

1.7 Rounding . Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.8 Currency Equivalents Generally .

(a) For purposes of determining compliance with Sections 6.2, 6.3, 6.8 and 6.9 with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder).

(b) For purposes of determining the Fixed Charge Coverage Ratio, the Consolidated Net Senior Secured Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Consolidated Net Total Leverage Ratio, amounts denominated in a currency other

than Dollars will be converted to Dollars at the currency exchange rates used in preparing the ABL Administrative Borrower’s financial statements corresponding to the Test Period with respect to the applicable date of determination and will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of Hedge Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness.

(c) Principal, interest, reimbursement obligations, fees, and all other amounts payable under this Agreement and the other Loan Documents to Agents and the Lenders shall be payable in the currency in which such Obligations are denominated. Unless stated otherwise, all calculations, comparisons, measurements or determinations under this Agreement shall be made in Dollars. For the purpose of such calculations, comparisons, measurements or determinations, amounts or proceeds denominated in other currencies shall be converted to the Equivalent Amount (as defined below) of Dollars on the date of calculation, comparison, measurement or determination. In particular, without limitation, for purposes of valuations or computations under Section 2, Section 3, Section 5, Section 6 and Section 7 and calculating Availability, the Borrowing Bases, eligibility criteria including Eligible Accounts Receivable, Eligible Inventory, Eligible Credit Card Receivables, Eligible Gift Card Receivables, Revolving Credit Commitments or Revolving Credit Exposure, unless expressly provided otherwise, where a reference is made to a Dollar amount, the amount is to be considered as the amount in Dollars and, therefore, each other currency shall be converted into the Equivalent Amount thereof in Dollars. As used herein, “ Equivalent Amount ” means, on any date, the amount of Dollars into which an amount of any foreign currency may be converted at the Administrative Agent’s spot buying rate in New York City as at approximately 12:00 noon (New York City time) on such date.

1.9 Limited Condition Transactions .

(a) Notwithstanding anything to the contrary herein, for the purpose of (i) compliance with any financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio test, any Consolidated Net Senior Secured Leverage Ratio test, any Consolidated Net First Lien Leverage Ratio test, any Consolidated Net Total Leverage Ratio test, and/or the amount of Consolidated EBITDA, but excluding (a) any determination of the satisfaction of the (I) Availability Conditions and (II) Section 4.2(a) and 4.2(b) for purposes of satisfying the conditions to credit extensions hereunder and (b) any determination of the satisfaction of the requirements set forth in clause (2) and the proviso to clause (3) in the definitions of “Distribution Condition” and “Payment Condition” set forth herein) or (ii) accuracy of any representations or warranties or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of any transaction in connection with any Permitted Acquisition or other similar permitted Investment that is, in each case, not conditioned on obtaining third party financing (including the assumption or incurrence of Indebtedness) (any such action, a “ Limited Condition Transaction ”), the determination of whether the relevant condition is satisfied may be made, at the election of the ABL Administrative Borrower (a “ LCT Election ”), (1) in the case of any Permitted Acquisition or other similar permitted Investment, at the time of (or on the basis of the financial statements for the most recently ended applicable Test Period at the time of) either (x) the execution of the definitive agreement with respect to such Permitted Acquisition or other Investment or (y) the

consummation of such Permitted Acquisition or other Investment (the “ LCT Test Date ”), in each case, after giving effect to the relevant Permitted Acquisition or other Investment on a Pro Forma Basis. If the ABL Administrative Borrower has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test and/or the amount of Consolidated EBITDA on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or amount of Consolidated EBITDA shall be tested by calculating the availability under such financial ratio or test and/or the amount of Consolidated EBITDA, as applicable, on a Pro Forma Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of indebtedness and the use of proceeds thereof).

(b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio Test, any Consolidated Net Senior Secured Leverage Ratio test, any Consolidated Net First Lien Leverage Ratio test, any Consolidated Net Total Leverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to the immediately preceding paragraph), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be.

(c) Notwithstanding anything to the contrary herein, in the case of any Limited Condition Transaction, (x) no representations or warranties shall be required to be made or be accurate as a condition to such Limited Condition Transaction or incurrence other than customary “specified representations” and (y) the absence of a Default or Event of Default shall not be required as a condition to the consummation of such Limited Condition Transaction or such incurrence (but shall be tested at the time of the execution of the definitive agreement with respect to the Limited Condition Transaction).

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 FILO Term Loan Commitments . Subject to the terms and conditions hereof, the FILO Term Loan Lenders severally agree to make (or exchange Term Loans on a cashless basis by assignment into) term loans (each, a “ FILO Term Loan ”, and the FILO Term Loans to be made and funded in cash (as opposed to exchanged (on a cashless basis by assignment) for Term Loans pursuant to Section 2(a)(ii) or Section 2(a)(iii) of the Amendment Agreement), the “ Cash FILO Term Loans ”) to the ABL Administrative Borrower in Dollars on the Closing Date in accordance with the Amendment Agreement. The FILO Term Loan of each FILO Term Loan Lender shall not exceed the amount of the FILO Term Loan Commitment of such FILO Term Loan Lender. The FILO Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the ABL Administrative Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. FILO Term Loans that have been borrowed and repaid may not be reborrowed.

2.2 Procedure for FILO Term Loan Borrowing . The ABL Administrative Borrower shall deliver to the Administrative Agent a Borrowing Request (which Borrowing Request must be received by the Administrative Agent three Business Days prior to the anticipated Closing Date) requesting that the applicable FILO Term Loan Lenders make the Cash FILO Term Loans on the Closing Date and specifying the amount to be borrowed. Upon receipt of such Borrowing Request the Administrative Agent shall promptly notify each applicable FILO Term Loan Lender thereof. Not later than 11:00 A.M., New York City time, on the Closing Date each FILO Term Loan Lender who has committed to make Cash FILO Term Loans (which commitment is indicated on Schedule 2.1) shall make available to the Administrative Agent an amount in immediately available funds equal to the Cash FILO Term Loans to be made by such applicable FILO Term Loan Lender and each other FILO Term Lender shall exchange (on a cashless basis by assignment) a portion of its Term Loans with FILO Term Loans as set forth in the Amendment Agreement and the Term Loan Credit Agreement. The Administrative Agent shall make available to the ABL Administrative Borrower in a single drawing the aggregate of the amounts made available to the Administrative Agent by the applicable FILO Term Loan Lenders in cash, in like funds as received by the Administrative Agent.

2.3 Repayment of FILO Term Loans . The FILO Term Loans of each FILO Term Loan Lender shall mature and be payable in full on the FILO Term Loan Maturity Date, and the principal amount of the FILO Term Loans repaid on the FILO Term Loan Maturity Date shall be, in any event, an amount equal to the aggregate principal amount of all FILO Term Loans outstanding on such date. The FILO Term Loans will not amortize.

2.4 Revolving Credit Commitments . (a) Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make Revolving Credit Loans to the Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount at any one time outstanding that will not (after giving effect to any concurrent use of the proceeds thereof to repay Swingline Loans or LC Disbursements) result in (i) such Revolving Credit Lender’s Revolving Credit Exposure exceeding such Revolving Credit Lender’s Revolving Credit Commitment, (ii) the Total Revolving Credit Exposure exceeding the Total Revolving Credit Commitments or (iii) the Total Revolving Credit Exposure exceeding the Line Cap (the requirement set forth in the foregoing clause (iii), the “ Availability Conditions ”). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Credit Loans.

(b) Overadvances . Insofar as the Borrowers may request and the Administrative Agent or Required Revolving Lenders may be willing in their sole discretion to make Revolving Loans to the Borrowers at a time when the Total Revolving Credit Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Revolving Credit Loan being herein referred to individually as an “ Overadvance ”), the Administrative Agent will enter such Overadvances as debits in the Register. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrowers by all Revolving Credit Lenders ratably in accordance with their respective Revolving Credit Percentages. Overadvances, together with outstanding Protective Advances, in an aggregate amount not to

exceed 7.5% of the Borrowing Base may be made in the sole, reasonable discretion of the Administrative Agent; provided that the Required Revolving Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any such revocation must be in writing. Notwithstanding the foregoing, in no event, unless otherwise consented to by all Revolving Credit Lenders will:

(i) any Overadvances be outstanding for more than 90 consecutive days;

(ii) the Administrative Agent or Lenders, after the initial Overadvance, make any additional Overadvances unless 30 days or more have expired since the last date on which any Overadvances were outstanding; or

(iii) the Administrative Agent make Revolving Credit Loans on behalf of Revolving Credit Lenders under this Section 2.4(b) to the extent such Revolving Credit Loans would cause a Revolving Credit Lender’s share of the Total Revolving Credit Exposure to exceed such Lender’s Revolving Credit Commitment or cause the aggregate Total Revolving Credit Commitments to be exceeded.

(c) Protective Advances . Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, in its sole, reasonable discretion, may make Revolving Credit Loans to, or for the benefit of, the Borrowers, on behalf of the Revolving Credit Lenders (the Revolving Credit Loans described in this Section 2.4(c), “ Protective Advances ”), so long as the aggregate outstanding amount of such Protective Advances, together with the aggregate outstanding amount of Overadvances, does not exceed 7.5% of the Borrowing Base, if the Administrative Agent, in its Permitted Discretion, deems that such Protective Advances are necessary or desirable to:

(i) protect all or any portion of the Collateral;

(ii) enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations; or

(iii) pay any other amount chargeable to the Borrowers pursuant to this Agreement;

provided that, (i) in no event will the Total Revolving Facility Credit Exposure exceed the Revolving Credit Commitments and (ii) the Required Revolving Lenders may at any time revoke the Administrative Agent’s authorization to make future Protective Advances; provided, further, that any such revocation must be in writing and existing Protective Advances will not be subject thereto.

Each Revolving Credit Lender will be obligated to advance to the Borrowers its applicable Revolving Credit Percentage of each Protective Advance made in accordance with this Section 2.4(c). If Protective Advances are made in accordance with the preceding paragraph, then all Revolving Credit Lenders will be bound to make, or permit to remain outstanding, such Protective Advances based upon their applicable Revolving Credit Percentages

in accordance with the terms of this Agreement. All Protective Advances will be repaid by the Borrowers on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Credit Loans generally. No Protective Advance may remain outstanding for more than ninety (90) days without the consent of the Required Revolving Lenders.

2.5 Loans and Borrowings . (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Revolving Credit Commitments or FILO Term Loan Commitment, as applicable. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder.

(b) Subject to Section 2.17, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the ABL Administrative Borrowers may request in accordance herewith; provided that each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Lender to make such Loan and the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $2,500,000. At the time each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000; provided that a Revolving Credit Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Line Cap or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.8(e). Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $500,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 15 Eurodollar Borrowings outstanding; provided that after the establishment of any new Class of Loans hereunder, the number of Interest Periods otherwise permitted by this Section 2.5(c) shall increase by three Interest Periods for each applicable Class so established.

(d) Notwithstanding any other provision of this Agreement, the ABL Administrative Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the applicable Maturity Date for such Borrowing.

2.6 Requests for Revolving Credit Borrowing . To request a Borrowing, the ABL Administrative Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 A.M., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic transmission to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the

ABL Administrative Borrower. Such Borrowing Request shall specify the following information in compliance with Section 2.5:

(i) the aggregate amount of the requested Borrowing and the identity of the Borrower;

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

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

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

(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.9.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Credit Borrowing, then the ABL Administrative Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

2.7 Swingline Loans . (a) Subject to the terms and conditions set forth herein, the Swingline Lender may make Swingline Loans to the Borrowers in Dollars from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $20,000,000 (the “ Swingline Sublimit ”), (ii) the Total Revolving Credit Exposure exceeding the Total Revolving Credit Commitments or (iii) the Total Revolving Credit Exposure exceeding the Line Cap. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans.

(b) To request a Swingline Loan, the ABL Administrative Borrower shall notify the Administrative Agent of such request by telephone (confirmed by electronic transmission), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the identity of the Borrower. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the ABL Administrative Borrower. The Swingline Lender, in its discretion, may make each Swingline Loan available to the applicable Borrower by means of a credit to the general deposit account of the ABL Administrative Borrower with the Swingline Lender by 3:00 P.M., New York City time, on the requested date of such Swingline Loan.

(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 A.M., New York City time, on any Business Day require the Lenders

to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Credit Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance including (i) any setoff, counterclaim, recoupment, defense or other right that any Lender or any Borrower may have against the Swingline Lender, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4, (iii) any adverse change in the condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other Lender or any reduction in or termination of the Revolving Credit Commitments or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.9 with respect to Loans made by such Lender (and Section 2.9 shall apply, mutatis mutandis , to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Credit Lenders. The Administrative Agent shall notify the ABL Administrative Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from any Borrower (or other party on behalf of such Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent, and any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to any Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrowers of any default in the payment thereof.

(d) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such maturity date); provided , however, that notwithstanding the foregoing, if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.8(l)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swingline Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then

there shall be an automatic adjustment on such date of the participations in such Swingline Loans and the same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swingline Loans shall not be so required to be repaid in full on such earliest maturity date.

2.8 Letters of Credit . (a) General . Subject to the terms and conditions set forth herein, any Issuing Bank, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 2.8(d), agrees to issue standby and (with such Issuing Bank’s consent) trade Letters of Credit denominated in Dollars for the account of any Borrower or the account of any Borrower for the benefit of any Restricted Subsidiary on any Business Day during the Availability Period in such form as may be approved from time to time by an Issuing Bank; provided that no Issuing Bank shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (1) the LC Exposure would exceed $25,000,000 (the “ LC Sublimit ”), (2) the Total Revolving Credit Exposure would exceed the Line Cap or (3) the aggregate outstanding face amount of undrawn (or drawn and unreimbursed) Letters of Credit issued by any Issuing Bank would exceed its LC Commitment. Subject to the terms and conditions set forth herein, any Borrower may request the issuance of Letters of Credit for its own account or for its own account for the benefit of any Restricted Subsidiary, in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by a Borrower to, or entered into by a Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. As of the Closing Date, the Existing Letters of Credit shall be deemed issued under this Agreement.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or deliver by electronic transmission to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by an Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed the LC Sublimit and (ii) the Total Revolving Credit Exposure shall not exceed the Line Cap.

(c) Expiration Date . Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or

extension) and (ii) unless the Borrowers shall have deposited in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to (or posted a backstop letter of credit with a stated amount equal to) 102% of the LC Exposure as of the date that is five Business Days prior to such date plus any accrued and unpaid interest thereon (or made other arrangements satisfactory to the applicable Issuing Bank), the date that is five Business Days prior to the Revolving Credit Maturity Date. If a Borrower so requests in any notice requesting the issuance of a Letter of Credit, the applicable Issuing Bank shall issue a Letter of Credit that has automatic renewal provisions (each, an “ Auto Renewal Letter of Credit ”), provided , that such Borrower shall be required to make a specific request to the applicable Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized the renewal of such Letter of Credit at any time to an expiry date not later than the earlier of (i) one year from the date of such renewal and (iii) unless the Borrowers shall have deposited in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to (or posted a backstop letter of credit with a stated amount equal to) 102% of the LC Exposure as of the Revolving Credit Maturity Date plus any accrued and unpaid interest thereon (or made other arrangements reasonably satisfactory to the applicable Issuing Bank), the date that is five Business Days prior to the Revolving Credit Maturity Date; provided that the applicable Issuing Bank shall not permit any such renewal if such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 4.2 or otherwise).

(d) Participations . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from the applicable Issuing Bank, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Revolving Credit Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrowers on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit and its obligations under Section 2.9(e) are absolute and unconditional and shall not be affected by any circumstance including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Issuing Bank, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4, (iii) any adverse change in the condition (financial or otherwise) of the Borrowers, (iv) any breach of this Agreement or any other Loan Document by the Borrowers, any other Loan Party or any other Lender or any reduction in or termination of the Revolving Credit Commitments or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(e) Reimbursement . If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the ABL Administrative Borrower receives notice that such LC Disbursement is made (or, if the ABL Administrative Borrower receives such notice after 12:00 noon, New York City time, on the second Business Day immediately following the day that the ABL Administrative Borrower receives such notice); provided that (whether or not the conditions of Section 4.2 are satisfied) the Borrowers shall have the absolute and unconditional right to require that such payment be financed with an ABR Revolving Credit Borrowing in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Credit Borrowing. If the Borrowers fail to make such payment when due, or finance such payment in accordance with the proviso to the preceding sentence, the Administrative Agent shall notify each Revolving Credit Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such Revolving Credit Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.9 with respect to Loans made by such Revolving Credit Lender (and Section 2.9 shall apply, mutatis mutandis , to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Credit Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Credit Loans or a Swingline Loan as contemplated above) shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

(f) Obligations Absolute . The Borrower’s joint and several obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ obligations hereunder. None of the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error,

omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of any Issuing Bank; provided that the provisions of this Section 2.8(f) shall not be construed to excuse any Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of any Issuing Bank (as finally determined by a court of competent jurisdiction), the applicable Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures . The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and the ABL Administrative Borrower by telephone (confirmed by facsimile) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse such Issuing Bank and the Revolving Credit Lenders with respect to any such LC Disbursement.

(h) Interim Interest . If any Issuing Bank shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is made (including with the proceeds of a Revolving Credit Borrowing), the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at the rate per annum then applicable to ABR Revolving Credit Loans; provided that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.16(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Credit Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Replacement of Issuing Bank . An Issuing Bank may be replaced at any time by written agreement among the ABL Administrative Borrower, the Administrative Agent, the replaced Issuing Bank ( provided that no consent will be required if the replaced Issuing Bank has no Letters of Credit or Reimbursement Obligations with respect thereto outstanding) and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such

replacement of such Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.14(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(j) Additional Issuing Banks . The ABL Administrative Borrower may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Revolving Credit Lender, designate one or more additional Revolving Credit Lenders to act as an issuing bank under the terms of this Agreement, subject to reporting requirements reasonably satisfactory to the Administrative Agent with respect to issuances, amendments, extensions and terminations of Letters of Credit by such additional issuing bank. The Administrative Agent shall notify the Revolving Credit Lenders of any such addition of an issuing bank. Any Revolving Credit Lender designated as an issuing bank pursuant to this Section 2.08(j) shall be deemed to be an “Issuing Bank” (in addition to being a Lender) in respect of Letters of Credit issued or to be issued by such Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to such Lender.

(k) Cash Collateralization . If any Event of Default under clause (i) or (ii) of paragraph (f) of Section 7 with respect to the ABL Administrative Borrower shall occur and be continuing or if the Loans have been accelerated pursuant to Section 7 as a result of any Event of Default, on the Business Day that the ABL Administrative Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than 50% of the total LC Exposure), in each case, demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Section 2.8. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Revolving Credit Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrowers under this Agreement. If the Borrowers are required

to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default specified above, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within two Business Days after such Events of Default have been cured or waived.

(l) Provisions Related to Extended Revolving Credit Commitments . If the maturity date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Credit Commitments in respect of which the maturity date shall not have occurred are then in effect, such Letter of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make payments in respect thereof pursuant to Section 2.8(d) and (e)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the Line Cap at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrowers shall cash collateralize any such Letter of Credit in accordance with Section 2.8(k). For the avoidance of doubt, the sublimit for Letters of Credit under any tranche of Revolving Credit Commitments that has not so then matured shall be as agreed in the relevant Extension Amendment with such Revolving Credit Lenders.

2.9 Funding of Borrowings . (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 P.M., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.7; provided further that FILO Term Loans shall only be funded on the Closing Date as set forth in Section 2.2. The Administrative Agent will make such Loans available to the Borrowers by promptly crediting the amounts so received, in like funds, to an account of the ABL Administrative Borrower maintained with the Administrative Agent in New York City or such other account reasonably approved by the Administrative Agent, in each case, as is designated by the ABL Administrative Borrower in the applicable Borrowing Request or on file with the Administrative Agent; provided that ABR Revolving Credit Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.8(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry

rules on interbank compensation or (ii) in the case of the Borrowers, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

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

(b) To make an election pursuant to this Section, the ABL Administrative Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.6 if the ABL Administrative Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic transmission to the Administrative Agent of a written Interest Election Request signed by the ABL Administrative Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.5:

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

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

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

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

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

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

(e) If the ABL Administrative Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the (i) Required Revolving Lenders with respect to any Borrowing constituting Revolving Credit Loans or (ii) Required FILO Lenders with respect to any Borrowing constituting FILO Term Loans, as applicable, so notifies the ABL Administrative Borrower, then, so long as an Event of Default is continuing (x) no such outstanding Borrowing of Revolving Credit Loans (in the case of clause (i)) or FILO Term Loans (in the case of clause (ii)) may be converted to or continued as a Eurodollar Borrowing and (y) unless repaid, each such Eurodollar Borrowing of Revolving Credit Loans (in the case of clause (i)) or FILO Term Loans (in the case of clause (ii)) shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

2.11 Termination and Reduction of Commitments . (a) Unless previously terminated, the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date. The FILO Commitments shall terminate on the Closing Date upon the making of or exchange (on a cashless basis by assignment) into the FILO Term Loans.

(b) The ABL Administrative Borrower may at any time, so long as the ABL Administrative Borrower gives notice three Business Days prior thereto, terminate, without premium or penalty, or from time to time reduce, the Revolving Credit Commitments (or any tranche of the Revolving Credit Commitments); provided that (i) each reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of $500,000 and not less than $2,500,000 and (ii) the ABL Administrative Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.13, the Total Revolving Credit Exposure would exceed the Line Cap.

(c) The ABL Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments (or any tranche thereof) pursuant to paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each notice delivered by the ABL Administrative Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the ABL Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or any other financing or a sale transaction, in which case such notice may be revoked by the ABL Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments shall be permanent. Each reduction of the Revolving Credit

Commitments shall be made ratably among the Revolving Credit Lenders holding Revolving Credit Commitments under the relevant tranche of Revolving Credit Commitments in accordance with their respective Revolving Credit Commitments.

2.12 Repayment of Revolving Credit Loans; Evidence of Debt . (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender the then unpaid principal amount of each Revolving Credit Loan, Overadvance and Protective Advance of such Lender on the Revolving Credit Maturity Date applicable to such Loan and (ii) subject to Section 2.7(d), to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the Revolving Credit Maturity Date; provided that on each date that a Revolving Credit Borrowing is made, the Borrowers shall repay all Swingline Loans then outstanding.

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

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

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

(e) Any Lender may request through the Administrative Agent that Loans made by it be evidenced by a promissory note. In such event, the ABL Administrative Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in the form of Exhibit D-1, D-2 or D-3, as applicable. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.4) be represented by one or more promissory notes in such form payable to such payee and its registered assigns.

2.13 Prepayment of Loans . (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (other than as set forth in Section 2.13(d) and Section 2.19) subject to prior notice in accordance with paragraph (c) of this Section and the following sentence. Notwithstanding anything to the contrary set forth in this Agreement, any optional or mandatory prepayment of any Borrowing constituting FILO Term Loans shall be permitted only so long as (i) the Payment Condition is

satisfied or (ii) the Revolving Credit Commitments have been terminated and all Obligations (excluding, for the avoidance of doubt, Obligations in respect of (x) Specified Hedge Agreements and Cash Management Obligations and (y) contingent indemnification and reimbursement obligations for which no claim has been asserted) in connection with the Revolving Credit Commitments and Revolving Credit Loans have been paid in full and all Letters of Credit have expired, terminated or been cash collateralized in a manner consistent with Section 2.8(k) or otherwise backstopped by another letter of credit in a manner reasonably satisfactory to the applicable Issuing Bank (or other arrangements with respect thereto reasonably satisfactory to the applicable Issuing Bank have been made).

(b) Prior to any optional or mandatory prepayment of Borrowings hereunder, the ABL Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (c) of this Section. Each optional prepayment of Loans or reduction of Commitments shall be applied to the Class or Classes of Loans or Commitments as directed by the ABL Administrative Borrower, subject to Section 2.13(a). In accordance with Section 2.15, each mandatory prepayment of Loans shall be applied ratably to the Loans subject to such mandatory prepayment (based on the respective outstanding principal amounts thereof unless, in the case of Extended FILO Term Loans or Replacement FILO Term Loans the applicable Extension Amendment or Replacement FILO Term Loan Facility Amendment specifies a less favorable treatment, provided that except as set forth in Section 2.15(k)(ii) of the Term Loan Credit Agreement, mandatory prepayments of FILO Term Loans pursuant to Sections 2.15(d), (f) and (g) shall be subject to the prior payment in full of the Tranche B-2 Term Loans.

(c) The ABL Administrative Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by written notice (which may be by email)) of any voluntary prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 10:00 a.m., New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.11, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.11 and any notice of prepayment of FILO Term Loans may be conditioned upon the effectiveness of other credit facilities or any other financing or a sale transaction, in which case such notice may be revoked by the ABL Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial voluntary prepayment pursuant to Section 2.13(a) of any Borrowing shall be in an integral multiple of $500,000 and not less than $2,500,000 (or, if less, the remaining outstanding amount of such Borrowing). Prepayments shall be accompanied by accrued interest to the extent required by Section 2.16 and by any applicable prepayment premium as set forth in Section 2.13(d). Each repayment of a Borrowing (x) in the case of the Revolving Credit Facility, shall be applied to the Loans included in the repaid Borrowing such that each Revolving Credit Lender holding Loans included in such repaid Borrowing receives its ratable share of such repayment (based upon the respective Revolving

Credit Exposures of the Revolving Credit Lenders holding Loans included in such repaid Borrowing at the time of such repayment) and (y) in the case of the FILO Term Loans, shall be applied ratably to the FILO Term Loans so repaid. In the event the ABL Administrative Borrower fails to specify the Borrowings to which any voluntary prepayment shall be applied, such prepayment shall be applied as follows:

first, to repay outstanding Swingline Borrowings to the full extent thereof;

second, to repay outstanding Revolving Credit Borrowings to the full extent thereof; and

third, subject to Section 2.13(a), to prepay FILO Term Loans ratably (unless the applicable Extension Amendment or Replacement FILO Term Loan Facility Amendment specifies a less favorable treatment).

(d) In the event that any Borrower (i) makes any voluntary or mandatory prepayment of FILO Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Event (including any mandatory assignment in connection therewith) (collectively, a “ Prepayment Event ”), the ABL Administrative Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable FILO Term Loan Lenders (i) if such Prepayment Event occurs after the Closing Date but prior to the date that is 12 months after the Closing Date, a prepayment premium of 2% of the outstanding principal amount of the FILO Term Loans subject to such Prepayment Event and (ii) if such Prepayment Event occurs on or after the 12 month anniversary of the Closing Date but prior to the date that is 24 months after the Closing Date, a prepayment premium of 1% of the outstanding principal amount of the FILO Term Loans subject to such Prepayment Event. THE BORROWERS AND THE OTHER LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. The Borrowers and the other Loan Parties expressly agree that (A) the prepayment premium set forth in this Section 2.13(d) is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the prepayment premium set forth in this Section 2.13(d) shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between FILO Term Loan Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the prepayment premium, (D) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.13(d), (E) their agreement to pay the prepayment premium is a material inducement to the FILO Term Loan Lenders to provide the FILO Term Loan Commitments and make the FILO Term Loans hereunder, and (F) the prepayment premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the FILO Term Loan Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the FILO Term Loan Lenders or profits lost by the FILO Term Loan Lenders as a result of the event giving rise to the payment of the prepayment premium.

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(e) Any Lender, at its option, may elect to decline any mandatory prepayment pursuant to Section 2.15(e), (f), (g) or (j) of any FILO Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 P.M., New York City time, not later than one Business Day after the date of such Lender’s receipt of notice regarding such prepayment (any such Lender, a “ Declining Lender ”), and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay FILO Term Loans owing to Declining Lenders shall instead be retained by the ABL Administrative Borrower for application for any purpose not prohibited by this Agreement (any such amounts, “ Declined Proceeds ”).

2.14 Commitment Fees . (a) The Borrowers agree to pay to the Administrative Agent for the account of each Lender a commitment fee (the “ Commitment Fee ”), which shall accrue at the rate of 0.375% per annum on the daily unused amount of the Available Revolving Credit Commitment of such Lender during the period from and including the Closing Date to but excluding the date on which such Commitment terminates; provided that on and after the first Adjustment Date occurring after the completion of the first full fiscal quarter beginning after the fiscal quarter of the ABL Administrative Borrower in which the Closing Date occurs, the Commitment Fee will be determined pursuant to the Commitment Fee Grid. Accrued Commitment Fees shall be payable in arrears on the first Business Day of January, April, July and October of each year and on the date on which the Revolving Credit Commitments terminate, with the first such payment due April 2, 2018. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Revolving Credit Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the later of the Closing Date and the issuance of a letter of credit hereunder to but excluding the earlier of the date on which such Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the applicable Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as the applicable Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the first day of January, April, July and October of each year shall be payable on the first Business Day of January, April, July and October, respectively, commencing with the first Business Day of April 2018; provided that all such fees shall be payable on the date on which the Revolving Credit Commitment terminates and any such fees accruing after the date on which the Revolving Credit Commitment terminates shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 30 days after written demand therefor. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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(c) The Borrowers agree to pay to the Administrative Agent and to the Collateral Agent, for their own account, fees payable in the amounts and at the times separately agreed upon between Parent and each of the Administrative Agent and the Collateral Agent.

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to any Issuing Bank, in the case of fees payable to it) for distribution, in the case of Commitment Fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

2.15 Mandatory Prepayments . (a) In the event (a) the aggregate amount of the Total Revolving Credit Exposure exceeds the Line Cap, then the Borrowers will promptly repay outstanding Revolving Credit Loans and Swingline Loans, and, if thereafter the Total Revolving Credit Exposure continues to exceed the Line Cap, cash collateralize Letters of Credit (in accordance with Section 2.8(k)) in an aggregate amount equal to such excess.

(b) In the event that L/C Exposure exceeds the LC Sublimit (or if less, the Line Cap), the Borrowers will promptly deposit cash collateral (in accordance with Section 2.8(k)) in an amount equal to such excess.

(c) Upon the occurrence and during the continuance of a Cash Dominion Period, all amounts in the Dominion Account shall be applied by the Administrative Agent pursuant to clause (ii) of the proviso to Section 5.17(b).

(d) If Indebtedness is incurred by Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries (other than Indebtedness permitted under Section 6.2 or Section 6.16), then no later than two Business Days after the date of such issuance or incurrence and subject to Section 2.13(a) and 2.13(b), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied to the prepayment of the FILO Term Loans as set forth in Section 2.15(k) in the order set forth in Section 2.13(b) (together with (x) accrued and unpaid interest thereon and (y) any applicable prepayment premium as set forth in Section 2.13(d)). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries.

(e) If on any date Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event in an amount up to $200,000,000 for all Net Cash Proceeds received on or prior to such date from Asset Sales or Recovery Events (it being understood that amounts in excess of $200,000,000 shall be applied pursuant to Section 2.15(f)), then, no later than five Business Days (or, if a Default or Event of Default has occurred and is continuing, three Business Days) after the date of receipt by Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries of such Net Cash Proceeds, an amount equal to (i) 50% of the Asset Sale Percentage of such Net Cash Proceeds shall be applied to the prepayment of the Tranche B-2 Term Loans as to the extent required by the Term Loan Credit Agreement and (ii) 50% of the Asset Sale Percentage of such Net Cash Proceeds shall be applied to voluntary prepayments of, as the ABL Administrative Borrower may elect in its sole discretion, (I) any Term Loans, (II) permitted Indebtedness that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Obligations or the Term Loan Obligations, (III) FILO Term

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Loans or (IV) Revolving Credit Loans (to the extent that, with respect to such Revolving Credit Loans, Revolving Credit Commitments in a corresponding amount are permanently reduced or terminated in connection with any such prepayment); provided that the provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5.

(f) If on any date Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event exceeding $200,000,000 for all Net Cash Proceeds received on and after the Closing Date and on or prior to such date from Asset Sales or Recovery Events, unless (i) a Reinvestment Notice shall be delivered in respect thereof and (ii) the Consolidated Net First Lien Leverage Ratio on a Pro Forma Basis does not exceed 3.25 to 1.00, then, no later than five Business Days (or, if a Default or Event of Default has occurred and is continuing, three Business Days) after the date of receipt by Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries of such Net Cash Proceeds and subject to Section 2.13(a) and (b), an amount equal to the Asset Sale Percentage of the amount of such Net Cash Proceeds shall be applied first to the prepayment of Tranche B-2 Term Loans and second any remaining amounts of the Asset Sale Percentage of such Net Cash Proceeds after application to the Tranche B-2 Term Loans shall be applied to the prepayment of the FILO Term Loans in the order set forth in Section 2.13(b) as set forth in Section 2.15(k) (together with (x) accrued and unpaid interest thereon and (y) any applicable prepayment premium as set forth in Section 2.13(d)); provided that (i) notwithstanding the foregoing (but subject to Section 2.13(a) and (b)), on each Reinvestment Prepayment Date an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied first to the prepayment of the Tranche B-2 Term Loans, and second any remaining amounts of such Reinvestment Prepayment Amount after such application to the Tranche B-2 Term Loans shall be applied to the prepayment of the FILO Term Loans (together with accrued interest thereon) and (ii) the provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5.

(g) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, subject to Section 2.13(a) and (b), the ABL Administrative Borrower shall apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow minus (ii) the Scheduled Repayment Amount (if any) for such Excess Cash Flow Period (including any Scheduled Repayment Amount from the prior Excess Cash Flow Period to the extent such Scheduled Repayment Amount exceeded the amount required to be prepaid pursuant to this Section 2.15(g) in such prior Excess Cash Flow Period), to the prepayment of the FILO Term Loans (together with (x) accrued and unpaid interest thereon in the order set forth in Section 2.13(b) and (y) any applicable prepayment premium as set forth in Section 2.13(d)). Each such prepayment shall be made on a date (an “ Excess Cash Flow Application Date ”) no later than ten days after the earlier of (i) the date on which the financial statements of the ABL Administrative Borrower referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered.

(h) The ABL Administrative Borrower shall apply, on a dollar-for-dollar basis, all of the Net Cash Proceeds of any Replacement FILO Term Loans and Permitted FILO Credit Agreement Refinancing Indebtedness (that is incurred to refinance FILO Term Loans) to the repayment of FILO Term Loans to be repaid from such Net Cash Proceeds on the date such

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Net Cash Proceeds are received. Any such prepayment of FILO Term Loans shall be paid (together with any applicable payment premium as set forth in Section 2.13(d)) ratably to the FILO Term Loans.

(i) No later than five Business Days (or, if a Default or Event of Default has occurred and is continuing, three Business Days) after the date of receipt by Holdings, Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries of Harbin Proceeds constituting the first $100,000,000 of such proceeds so received (such amount, the “ Specified Harbin Proceeds ”), such Specified Harbin Proceeds shall be applied to the prepayment of the Tranche B-2 Term Loans as and to the extent required by the Term Loan Credit Agreement; provided that Harbin Proceeds not constituting Specified Harbin Proceeds shall be applied, at the Borrower’s option, to voluntary prepayments of one or more of the following: (I) Term Loans, (II) permitted Indebtedness that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Obligations or the Term Loan Obligations, (III) FILO Term Loans or (IV) Revolving Credit Loans (to the extent that, with respect to such Revolving Credit Loans, Revolving Credit Commitments in a corresponding amount are permanently reduced or terminated in connection with any such prepayment).

(j) After the Revolving Credit Loans and Swingline Loans have been repaid in full, the Revolving Credit Commitments have been terminated and there are no Letters of Credit outstanding and there is no outstanding LC Exposure, in the event the aggregate amount of the outstanding FILO Term Loans exceeds the Borrowing Base (without giving effect to the FILO Push Down Reserve), then the Borrowers will immediately repay outstanding FILO Term Loans in an aggregate amount equal to such excess.

(k) Subject to Section 2.13(a) and 2.13(b), amounts to be applied pursuant to this Section 2.15 shall be applied first to reduce outstanding ABR Loans of the applicable Class. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans of such Class; provided , however, that the ABL Administrative Borrower may elect, subject to Section 2.13(b) that the remainder of such prepayments not applied to prepay ABR Loans be deposited in a collateral account that is subject to the perfected first priority security interest of the Collateral Agent to secure the Obligations (the “ Collateral Account ”) and applied thereafter by the Administrative Agent to prepay the Eurodollar Loans on the last day of the next expiring Interest Period for Eurodollar Loans; provided that (A) interest shall continue to accrue thereon at the rate otherwise applicable under this Agreement to the Eurodollar Loans in respect of which such deposit was made, until such amounts are applied to prepay such Eurodollar Loans, and (B) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all of such amounts to the payment of Eurodollar Loans.

(l) Notwithstanding any other provision of Section 2.13 or Section 2.15 to the contrary, if at the time that any mandatory prepayment of FILO Term Loans pursuant to Section 2.15(e), (f), (g) or (j) above would be required, the ABL Administrative Borrower is required to, or required to offer to, repurchase or redeem or repay or prepay permitted Indebtedness that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Obligations pursuant to the terms of the documentation governing such Indebtedness with such Excess Cash Flow or with the Net Cash Proceeds of

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such Asset Sale or Recovery Event (such Indebtedness that is secured on a pari passu basis to the Obligations required to be or required to be offered to be so repurchased, redeemed, repaid or prepaid, “ Other Applicable Indebtedness ”), then the ABL Administrative Borrower may apply such Excess Cash Flow or such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the FILO Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Excess Cash Flow or such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Excess Cash Flow or such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Excess Cash Flow or such Net Cash Proceeds shall be allocated to the FILO Term Loans in accordance with the terms hereof) to the prepayment of the FILO Term Loans and to the repurchase, redemption, repayment or prepayment of Other Applicable Indebtedness, and the amount of the prepayment of the FILO Term Loans that would have otherwise been required pursuant to Section 2.15(e), (f), (g) or (j) shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid, or repaid or prepaid with such Excess Cash Flow or such Net Cash Proceeds, the declined amount of such Excess Cash Flow or such Net Cash Proceeds shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the FILO Term Loans in accordance with the terms hereof (to the extent such Excess Cash Flow or such Net Cash Proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding); and

(m) Notwithstanding any other provisions of Section 2.13 or Section 2.15, to the extent any or all of the Net Cash Proceeds of any Asset Sale received by a Foreign Subsidiary (“ Foreign Asset Sale ”), the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary (“ Foreign Recovery Event ”), the Net Cash Proceeds of any incurrence of Indebtedness by a Foreign Subsidiary to the extent required to repay the FILO Term Loans pursuant to Section 2.15(d) (“ Foreign Indebtedness Event ”) or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the ABL Administrative Borrower or any applicable Domestic Subsidiary or if the ABL Administrative Borrower has determined in good faith that repatriation of any such amount to the ABL Administrative Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the FILO Term Loans at the times provided in this Section 2.15 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the ABL Administrative Borrower or the applicable Domestic Subsidiary, or the ABL Administrative Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the ABL Administrative Borrower determines in good faith such repatriation would no longer would have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to

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be payable as a result thereof) to the prepayment of the FILO Term Loans as otherwise required pursuant to Section 2.15 ( provided that no such prepayment of the FILO Term Loans pursuant to Section 2.15 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the ABL Administrative Borrower believes in good faith would result in material adverse tax consequences or the repatriation of which is prohibited or delayed by any applicable local law, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or repayments of permitted Indebtedness pursuant to a Reinvestment Notice or to prepayment (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), (x) the ABL Administrative Borrower applies an amount equal to the amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments, repayments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the ABL Administrative Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary) or (y) such Net Cash Proceeds or Excess Cash Flow are applied to the repayment of Indebtedness of a Foreign Subsidiary).

2.16 Interest . (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Margin.

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

(c) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.1(a) or 7.1(f), any overdue amount payable by the Borrowers hereunder shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of or interest on any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other overdue amount, 2% plus the rate applicable to Revolving Credit Loans that are ABR Loans as provided in paragraph (a) of this Section prior to giving effect to any increase in such rate pursuant to this paragraph (c).

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Credit Loans, upon termination of the Revolving Credit Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand and (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Credit Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

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Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Notwithstanding the forgoing, solely for the purposes of the Interest Act (Canada) and disclosure under such Act, whenever interest to be paid under this Agreement is to be calculated on the basis of a year of 365 days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by either 365 or such other period of time, as the case may be.

2.17 Alternate Rate of Interest . (a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means (including, without limitation, by means of an Interpolated Rate) do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including because the Screen Rate is not available or published on a current basis), for such Interest Period; or

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

then the Administrative Agent shall give notice thereof to the ABL Administrative Borrower and the Lenders by telephone or electronic transmission as promptly as practicable thereafter and, until the Administrative Agent notifies the ABL Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a Eurodollar Borrowing shall be ineffective and (B) if any Borrowing Request requests a Eurodollar Revolving Credit Borrowing, such Borrowing shall be made as an ABR Loan.

(b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that either (i) the circumstances set forth in paragraph (a)(i) of this Section 2.17 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in paragraph (a)(i) of this Section 2.17 have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the ABL Administrative Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin);

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provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.2, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.17(b), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (y) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

2.18 Increased Costs . (a) If any Change in Law shall:

(i) subject the Administrative Agent, any Lender or any Issuing Bank to any Taxes (other than (A) Indemnified Taxes covered under Section 2.20, (B) Excluded Taxes or (C) Other Taxes) on its Loans, Letters of Credit, Commitments or other obligations hereunder, or its deposits, reserves or other liabilities or capital attributable thereto;

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

(iii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (excluding any condition relating to Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to (x) increase the cost to such Lender (or in the case of clause (i), to the Administrative Agent or such Lender or Issuing Bank) of making, converting to, continuing or maintaining any Eurodollar Loan (or in the case of clause (i), any Loan) (or of maintaining its obligation to make any such Loan) (y) increase the cost to the Administrative Agent, such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or (z) reduce the amount of any sum received or receivable by the Administrative Agent or such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), then, upon request of such Lender, the Borrowers will pay to the Administrative Agent or such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate the Administrative Agent or such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or

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directive regarding capital or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the Closing Date has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrowers will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or an Issuing Bank setting forth in reasonable detail the matters giving rise to a claim under this Section 2.18 by such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the ABL Administrative Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

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

(e) If any Lender reasonably determines that any Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Eurodollar Loans, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the ABL Administrative Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Loans or to convert ABR Loans to Eurodollar Loans shall be suspended until such Lender notifies the Administrative Agent and the ABL Administrative Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, any Borrower may at its option revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans and shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender to ABR Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount

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so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

2.19 Break Funding Payments . In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.13(c) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the ABL Administrative Borrower pursuant to Section 2.22(c), then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit). Such loss, cost or expense to any Lender shall consist of an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the ABL Administrative Borrower and shall be conclusive absent manifest error. Absent manifest error in the determination of such amount, the Borrowers shall pay such Lender the amount shown as due on any such certificate within 15 days after receipt thereof.

2.20 Taxes . (a) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the applicable Withholding Agent shall be required by Requirement of Tax Law to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased by the applicable Loan Party as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.20(a)) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Withholding Agent shall make or cause to be made such deductions and (iii) the applicable Withholding Agent shall pay or cause to be paid the full amount deducted to the relevant Governmental Authority in accordance with Requirement of Tax Law.

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

(c) The Loan Parties shall indemnify the Administrative Agent, each Lender and each Issuing Bank, within 30 days after written demand therefor, for the full amount of any

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Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of any Loan Party hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto; provided that the Loan Parties shall not be obligated to make payment to the Administrative Agent or any Lender pursuant to this Section in respect of penalties, interest and other liabilities attributable to any Indemnified Taxes or Other Taxes if (i) written demand therefor has not been made by the Administrative Agent or such Lender within 30 days from the date on which the Administrative Agent or such Lender knew of the imposition of such Indemnified Taxes or Other Taxes by the relevant Governmental Authority, (ii) such penalties, interest and other liabilities have accrued after the Loan Parties have indemnified or paid any additional amount pursuant to this Section or (iii) such penalties, interest and other liabilities are attributable to the gross negligence, bad faith or willful misconduct of the Administrative Agent or such Lender as determined by a court of competent jurisdiction by final and non-appealable judgment. A certificate setting forth in reasonable detail the basis for such claim and the calculation of the amount of any such payment or liability shall be delivered to the ABL Administrative Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Bank, and shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan Party to a Governmental Authority, the Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) (i) Each Lender or Issuing Bank other than a Foreign Lender shall deliver to the ABL Administrative Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly executed originals of IRS Form W-9 (or any successor form) certifying that such Lender or Issuing Bank is exempt from United States Federal withholding tax. Each Foreign Lender shall deliver to the ABL Administrative Borrower and the Administrative Agent (i) two properly completed and duly executed originals of IRS Form W-8BEN or Form W-8BEN-E, Form W-8ECI or, to the extent a Foreign Lender is not the beneficial owner, Form W-8IMY (together with any applicable underlying IRS forms), or any subsequent versions thereof or successors thereto, (ii) in the case of a Foreign Lender claiming exemption from United States Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” a certificate in the form attached hereto as Exhibit E-1, E-2, E-3 or E-4, as applicable, and two properly completed and duly executed originals of the applicable IRS Form W-8BEN or Form W-8BEN-E, or any subsequent versions thereof or successors thereto, or (iii) any other form prescribed by applicable requirements of United States Federal income tax law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable requirements of law to permit the ABL Administrative Borrower and the Administrative Agent to determine the deduction required to be made, in each case, certifying such Foreign Lender’s entitlement to an exemption from or a reduction in United States Federal withholding tax with respect to payments of interest to be made hereunder or under any other Loan Documents. Such

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forms shall be delivered by each Lender or Issuing Bank on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation) and from time to time thereafter upon the request of the ABL Administrative Borrower or the Administrative Agent. In addition, each Lender or Issuing Bank shall promptly deliver such forms upon the obsolescence or invalidity of any form previously delivered by such Lender or Issuing Bank. Each Lender or Issuing Bank shall promptly notify the ABL Administrative Borrower and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered certificate to the ABL Administrative Borrower (or any other form of certification adopted by the United States taxing authorities for such purpose). Any Lender or Issuing Bank, if requested by the Administrative Agent or the ABL Administrative Borrower, shall deliver such other documentation prescribed by or reasonably requested by the Administrative Agent or the ABL Administrative Borrower as will enable the Administrative Agent or the ABL Administrative Borrower to determine whether or not such Lender or Issuing Bank is subject to backup withholding or information reporting requirements.

(ii) If a payment made to a Lender or Issuing Bank under any Loan Document would be subject to United States Federal withholding Tax imposed pursuant to FATCA if such Lender or Issuing Bank fails to comply with any requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or Issuing Bank shall deliver to the applicable Withholding Agent, on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation) and from time to time thereafter upon the request of the applicable Withholding Agent, such documentation prescribed by Requirement of Tax Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the applicable Withholding Agent as may be necessary for the applicable Withholding Agent to comply with its obligations under FATCA, to determine whether such Lender or Issuing Bank has or has not complied with such Lender’s or Issuing Bank’s obligations under FATCA and to determine the amount to deduct and withhold from such payment. To the extent that the relevant documentation provided pursuant to this paragraph is rendered obsolete or inaccurate in any material respect as a result of changes in circumstances with respect to the status of a Lender or Issuing Bank, such Lender or Issuing Bank shall, to the extent permitted by Requirement of Tax Law, deliver to the applicable Withholding Agent revised and/or updated documentation sufficient for the applicable Withholding Agent to confirm as to whether such Lender or Issuing Bank has complied with its respective obligations under FATCA. Solely for purposes of this clause (e)(ii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Notwithstanding any other provision of this Section 2.20, a Lender shall not be required to deliver any form pursuant to this Section 2.20 that such Lender is not legally able to deliver.

(f) Each Lender or Issuing Bank shall indemnify the Administrative Agent for the full amount of any Taxes imposed by any Governmental Authority that are attributable to such Lender or Issuing Bank and that are payable or paid by the Administrative Agent, together

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with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith. Should the applicable Withholding Agent not deduct or withhold any Taxes imposed by FATCA from a payment under any Loan Document based on the documentation provided by a Lender or Issuing Bank pursuant to Section 2.20(d)(ii), any amounts subsequently determined by a Governmental Authority to be subject to United States Federal withholding Tax imposed pursuant to FATCA (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) shall be indemnified by such Lender or Issuing Bank. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Withholding Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent under this paragraph (f).

(g) If the Administrative Agent, or any Lender or Issuing Bank determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section 2.20, it shall pay over such refund to the applicable Loan Party within a reasonable period (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.20 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender or Issuing Bank and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided , that such Loan Party, upon the request of the Administrative Agent or such Lender or Issuing Bank, agrees to repay the amount paid over to such Loan Party pursuant to this Section 2.20(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender or Issuing Bank in the event the Administrative Agent or such Lender or Issuing Bank is required to repay such refund to such Governmental Authority. This Section 2.20(g) shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to any Borrower or any other Person.

(h) Each party’s obligations under this Section 2.20 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all Obligations.

2.21 Payments Generally; Pro Rata Treatment; Sharing of Set-offs . (a) Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.18, 2.19 or 2.20 or otherwise) prior to the time expressly required hereunder for such payment (or if no such time is expressly required, prior to 2:00 p.m. New York City time), on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York, except that payments pursuant to Sections 2.18, 2.19, 2.20 or 9.3 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any

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such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under any Loan Document shall be made in dollars. Any FILO Term Loans paid or prepaid may not be reborrowed.

(b) If at any time (x) insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees and other Obligations then due hereunder, or (y) during the continuation of an Event of Default and the enforcement of remedies in connection therewith in accordance with Section 7.1, the Administrative Agent or the Collateral Agent receives proceeds of Collateral pledged by the Loan Parties, such funds will be applied,

(1) first, toward payment of any expenses, fees and indemnities due to the Administrative Agent or the Collateral Agent hereunder;

(2) second, toward payment of interest and fees then due from the Borrowers hereunder with respect to any Revolving Credit Exposure, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties;

(3) third, toward payment of principal of Swingline Loans, unreimbursed L/C Disbursements, Protective Advances and Overadvances then due from the Borrowers hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal, unreimbursed L/C Disbursements, Protective Advances and Overadvances then due to such parties;

(4) fourth, if an Event of Default has occurred and is continuing, to cash collateralize Letters of Credit issued for the account of the Borrowers or any other Subsidiary in accordance with Section 2.8(k);

(5) fifth, in the following order: (I) toward payment of other principal then due from the Borrowers hereunder with respect to any Revolving Credit Exposure, ratably among the parties entitled thereto in accordance with the amounts of such principal then due to such parties and (II) on a pro rata basis toward (x) the payment of any outstanding obligations owed to the Qualified Counterparties under any Designated Hedging Agreements in an aggregate amount not to exceed the Designated Hedging Reserve ratably among the parties entitled thereto in accordance with the amounts of obligations under such Designated Hedging Agreements then due to such parties (provided that the amount payable pursuant to this clause (5) to any Qualified Counterparty in respect of obligations under such Designated Hedging Agreements shall be reduced by the amount (if any) reducing the MTM value of Designated Hedging Agreements of such Qualified Counterparty pursuant to the fourth sentence of the definition of

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“Designated Hedging Reserve”) and (y) toward payment of any outstanding obligations owed to Cash Management Banks under any Cash Management Obligations in an aggregate amount not to exceed the Designated Cash Management Reserve ratably among the parties entitled thereto in accordance with the amounts of such Cash Management Obligations then due to such parties;

(6) sixth, in an amount not to exceed $10,000,000, to payment of Cash Management Obligations then due from the Borrowers or any other Subsidiary, ratably among the parties entitled thereto in accordance with the amounts of such Cash Management Obligations then due to such parties (for the avoidance of doubt, excluding amounts payable pursuant to clause (5) above);

(7) seventh, in an amount (when aggregated with all payments of Cash Management Obligations pursuant to clause (6)) not to exceed $10,000,000, to payment of obligations pursuant to Specified Hedge Agreements then due from the Borrowers or any other Subsidiary party to such Specified Hedge Agreements, ratably among the parties entitled thereto in accordance with the amounts of obligations under such Specified Hedge Agreements then due to such parties (for the avoidance of doubt, excluding amounts payable pursuant to clause (5) above);

(8) eighth, toward payment of interest and fees then due from the Borrowers hereunder with respect to any FILO Term Loan, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties;

(9) ninth, on a pro rata basis, toward payment of principal then due from the Borrowers hereunder with respect to any FILO Loans, ratably among the parties entitled thereto in accordance with the amounts of such principal then due to such parties;

(10) tenth, after giving effect to any payments made pursuant to the preceding clauses (5) and (6), to payment of Cash Management Obligations then due from the Borrowers or any other Subsidiary, ratably among the parties entitled thereto in accordance with the amounts of such Cash Management Obligations then due to such parties;

(11) eleventh, after giving effect to any payments made pursuant to the preceding clauses (5) and (7), to payment of obligations pursuant to Specified Hedge Agreements then due from the Borrowers or any other Subsidiary party to such Specified Hedge Agreements, ratably among the parties entitled thereto in accordance with the amounts of obligations under such Specified Hedge Agreements then due to such parties;

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(12) twelfth, to payment of all other Obligations of the Borrowers and the Loan Parties then due and payable, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties; and

(13) thirteenth, to the Borrowers or as otherwise required pursuant to any Intercreditor Agreement;

provided that the application of such proceeds at all times will be subject to the application of proceeds provisions contained in the Intercreditor Agreements.

(c) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement (including, without limitation, Sections 2.25 and 2.26 or pursuant to the terms of any Extension Amendment) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant permitted under this Agreement. Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the ABL Administrative Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an Issuing Bank hereunder that any Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or an Issuing Bank, as the case may be, the amount due. In such event, if any Borrower has not in fact made such payment, then each of the Lenders or an Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate

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determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(c) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.7(c), 2.8(d) or (e), 2.9(b), 2.21(d) or 8.7, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

2.22 Mitigation Obligations; Replacement of Lenders . (a) If any Lender requests compensation under Section 2.18, or if the Borrowers are required to pay any amount to any Lender or Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.20, then such Lender or Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or Issuing Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.18 or 2.20, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Issuing Bank. The Borrowers hereby agree to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment.

(b) If any Lender (or any Participant in the Loans held by such Lender) requests compensation under Section 2.18, or if the Borrowers are required to pay any amount to any Lender (or its Participant) or any Governmental Authority for the account of any Lender pursuant to Section 2.20, or if any Lender becomes a Defaulting Lender, then the ABL Administrative Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.4 ( provided that, if the required Assignment and Assumption is not executed and delivered by such Lender, such Lender will be unconditionally and irrevocably deemed to have executed and delivered such Assignment and Assumption as of the date such Lender receives payment in full of the amounts set forth in clause (ii) below)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the ABL Administrative Borrower shall have received the prior written consent of the Administrative Agent and each Issuing Bank that is not a Defaulting Lender, to the extent consent for an Assignment and Assumption would be required by such Person pursuant to Section 9.4, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees, the prepayment premium as set forth in Section 2.13(d) (if applicable) and all other amounts payable to it hereunder (but, for the avoidance of doubt, not any amounts in respect of Specified Hedge Agreements, Cash Management Obligations and contingent reimbursement and indemnification obligations which are not due and payable), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the

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Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.18 or payments required to be made pursuant to Section 2.20, such assignment will result in a reduction in such compensation or payments in the future. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the ABL Administrative Borrower to require such assignment and delegation cease to apply.

(c) If any Lender (such Lender, a “Non-Consenting Lender” ) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.2 requires the consent of all of the Lenders or all affected Lenders or all Lenders or all affected Lenders of a certain Class or Classes or with respect to a certain Class or Classes of the Loans and with respect to which the Required Revolving Lenders or Required FILO Lenders, with respect to the applicable Class, a majority of the affected Lenders of such Class or the Majority Facility Lenders with respect to the applicable Class or Classes shall have granted their consent, then the ABL Administrative Borrower may (unless such Non-Consenting Lender grants such consent), at its sole expense and effort, upon notice to such Non-Consenting Lender and the Administrative Agent, replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.4 ( provided that, if the required Assignment and Assumption is not executed and delivered by such Non-Consenting Lender, such Non-Consenting Lender will be unconditionally and irrevocably deemed to have executed and delivered such Assignment and Assumption as of the date such Non-Consenting Lender receives payment in full of the amounts set forth in clause (ii) below)), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the ABL Administrative Borrower shall have received the prior written consent of the Administrative Agent and any Issuing Bank that is not a Defaulting Lender, to the extent consent for an Assignment and Assumption would be required by such Person pursuant to Section 9.4, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees, prepayment premiums set forth in Section 2.13(d) (if applicable) and all other amounts payable to it hereunder (but, for the avoidance of doubt, not any amounts in respect of Specified Hedge Agreements, Cash Management Obligations and contingent reimbursement and indemnification obligations which are not due and payable), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination.

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

(a) fees shall cease to accrue on the unfunded portion of the Revolving Credit Commitment of such Defaulting Lender pursuant to Section 2.14(a);

(b) the Revolving Credit Commitment, Revolving Credit Exposure, Extended Revolving Credit Commitment, FILO Term Loans, Replacement FILO Term Loans and Extended FILO Term Loans of such Defaulting Lender shall not be included in determining

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whether the Required Revolving Lenders, Required FILO Lenders, Required Lenders or Majority Facility Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.2); provided , that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender affected thereby if such amendment, waiver or modification would adversely affect such Defaulting Lender compared to other similarly affected Lenders; provided further that no amendment, waiver or modification that would require the consent of a Defaulting Lender under clause (i), (ii) or (iii) of the first proviso of Section 9.2(b) may be made without the consent of such Defaulting Lender;

(i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Revolving Credit Percentages but only to the extent (A) the sum of all non-Defaulting Lenders’ Revolving Credit Exposure plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Credit Commitments and (B) the Revolving Credit Exposure of each non-Defaulting Lender after giving effect to such reallocation does not exceed the Revolving Credit Commitment of such non-Defaulting Lender;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the Issuing Banks only, the Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 7.1 for so long as such LC Exposure is outstanding;

(iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.14(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized except to the extent of such fees that became due and payable by the Borrowers prior to the date a Lender became a Defaulting Lender (it being understood that any cash collateral provided pursuant to this Section 2.23(c) shall be released promptly following the termination of the Defaulting Lender status of the applicable Lender);

(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.14(a) and Section 2.14(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Credit Percentages; and

(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then,

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without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all fees payable under Section 2.14(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and

(d) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is reasonably satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.23(c), and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.23(c)(i) (and such Defaulting Lender shall not participate therein).

In the event that the Administrative Agent, the ABL Administrative Borrower, the Swingline Lender and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans), if any, as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Revolving Credit Percentage, and such Lender shall then cease to be a Defaulting Lender with respect to subsequent periods unless such Lender shall thereafter become a Defaulting Lender.

2.24 [Reserved] .

2.25 Replacement FILO Term Loan Facilities . (a) At any time and from time to time, subject to the terms and conditions set forth herein, the ABL Administrative Borrower may, by notice to the Administrative Agent, replace all or a portion of the FILO Term Loans under any Facility with one or more additional tranches of term loans under this Agreement (the “Replacement FILO Term Loans” and each such replacement facility, a “Replacement FILO Term Loan Facility”). Each tranche of Replacement FILO Term Loans shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $25,000,000 (or such lesser minimum amount approved by the Administrative Agent) and shall not exceed the principal amount of the FILO Term Loans being replaced (plus an amount equal to unpaid accrued interest thereon, undrawn commitments with respect thereto, any fees or premium applicable thereto or paid in connection therewith, plus upfront fees and original issue discount on such Replacement FILO Term Loans, plus other customary fees and expenses in connection with such replacement). The Net Cash Proceeds of any Replacement FILO Term Loans shall be applied only to prepay the FILO Term Loans which such Replacement FILO Term Loans are replacing.

(b) Any Replacement FILO Term Loans (i) shall rank pari passu in right of payment and security with the Obligations in respect of the FILO Term Loans (including with respect to the position of such Obligations in the “waterfall” pursuant to Section 2.21(b)), (ii) for

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purposes of mandatory prepayments, shall be treated substantially the same as (or, to the extent set forth in the relevant Replacement FILO Term Loan Facility Amendment, less favorably than (but not more favorably than)) the FILO Term Loans being replaced and (iii) other than maturity date, pricing (interest rate, fees, funding discounts and prepayment premiums (and which shall not be subject to any “most favored nation” adjustment)) and optional prepayments and redemptions (each as set forth in the relevant Replacement FILO Term Loan Facility Amendment), shall have the same terms as the FILO Term Loans being replaced (other than (x) to the extent set forth in the relevant Replacement FILO Term Loan Facility Amendment, any terms less favorable to the Lenders thereof or (y) terms that are not materially more restrictive on the ABL Administrative Borrower and the Restricted Subsidiaries, taken as a whole, than the terms of the FILO Term Loans being replaced unless such terms are (I) added to this Agreement for the benefit of the Lenders or (II) applicable only to periods after the then Latest Maturity Date of the FILO Term Loans at the time of incurrence of such Replacement FILO Term Loans), or such other terms as are reasonably satisfactory to the Administrative Agent and the ABL Administrative Borrower, provided that (A) any Replacement FILO Term Loans shall not have a final maturity date earlier than the then Latest Maturity Date of the FILO Term Loans being replaced as of the time of incurrence of such Replacement FILO Term Loans, (B) any Replacement FILO Term Loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the FILO Term Loans being replaced as of the time of incurrence of such Replacement FILO Term Loans, (C) the principal of and interest on any FILO Term Loans being replaced with Replacement FILO Term Loans shall be paid on the funding date of the applicable Replacement FILO Term Loans with the proceeds thereof and (D) the FILO Term Loans of each Lender under the replaced Class shall be prepaid ratably.

(c) Each notice from the ABL Administrative Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Replacement FILO Term Loans. Any Additional Lender that elects to extend Replacement FILO Term Loans shall be reasonably satisfactory to the ABL Administrative Borrower and (unless such Additional Lender is already a Lender or an Affiliate of a Lender or an Approved Fund) the Administrative Agent, and, if not already a Lender, shall become a Lender under this Agreement pursuant to a Replacement FILO Term Loan Facility Amendment. Each Replacement FILO Term Loan Facility shall become effective pursuant to an amendment (which shall be reasonably satisfactory to the Administrative Agent) (each, a “Replacement FILO Term Loan Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the ABL Administrative Borrower, such Additional Lender or Additional Lenders and the Administrative Agent. No Replacement FILO Term Loan Facility Amendment shall require the consent of any Lenders or any other Person other than the ABL Administrative Borrower, the Administrative Agent and the Additional Lenders with respect to such Replacement FILO Term Loan Facility. No Lender shall be obligated to provide any Replacement FILO Term Loans unless it so agrees. A Replacement FILO Term Loan Facility Amendment may, without the consent of any other Lenders or any other Person, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the ABL Administrative Borrower, to effect the provisions of this Section 2.25. To the extent reasonably requested by the Administrative Agent, the effectiveness of a Replacement FILO Term Loan Facility Amendment may be conditioned on the Administrative Agent’s receipt of customary legal opinions with respect thereto, board resolutions and officers’ certificates and/or reaffirmation agreements

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consistent with those delivered on the Closing Date under Section 4.1 with respect to the ABL Administrative Borrower, the other Borrowers and the Canadian Guarantor. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to any of the transactions effected pursuant to this Section 2.25.

2.26 Extensions of Maturity Date . (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the ABL Administrative Borrower to all Lenders holding any Class of Revolving Credit Commitments or FILO Term Loans, as applicable, in each case with a like maturity date and on a pro rata basis (based on the aggregate outstanding principal amount of the Revolving Credit Commitments or FILO Term Loans of such Class, as applicable) and on the same terms to each such Lender, the ABL Administrative Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Credit Commitments or FILO Term Loans, as applicable, and otherwise modify the terms of such Revolving Credit Commitments or FILO Term Loans, as applicable, pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Revolving Credit Commitments (and related outstandings) or FILO Term Loans, as applicable (each, an “Extension”, and each group of Revolving Credit Commitments or FILO Term Loans, as so extended, as well as the original Revolving Credit Commitments or FILO Term Loans not so extended, being a “tranche” and a Class hereunder; any Extended Revolving Credit Commitments or Extended FILO Term Loans shall constitute a separate tranche and Class of Revolving Credit Commitments or FILO Term Loans from the tranche and Class of Revolving Credit Commitments or FILO Term Loans from which they were converted, as applicable), so long as the following terms are satisfied: (i) except as to pricing (interest rate, fees, funding discounts and prepayment premiums (and which shall not be subject to any “most favored nation” pricing provisions)), maturity, required prepayment dates and participation in prepayments (which shall be set forth in the relevant Extension Offer), the Revolving Credit Commitment and FILO Term Loans of any Lender that agrees to an Extension with respect to such Revolving Credit Commitment or FILO Term Loans (an “Extending Revolving Credit Lender” or “Extending FILO Term Loan Lender”, and collectively, “Extending Lenders”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment” or “Extended FILO Term Loan”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) or FILO Term Loan with the same terms as the original Revolving Credit Commitments (and related outstandings) or FILO Term Loans, as applicable; provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) or Extended FILO Term Loans, as applicable, (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments or FILO Term Loans, as applicable and (C) repayment made in connection with a permanent repayment (and termination of commitments with respect to Revolving Credit Commitments)) of Loans with respect to Extended Revolving Credit Commitments and Extended FILO Term Loans after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments or FILO Term Loans, as applicable, (2) the permanent prepayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments,

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except that the Borrowers shall be permitted to permanently prepay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (3) the permanent prepayment of FILO Term Loans after the applicable Extension date shall be made on a pro rata basis with all other FILO Term Loans, except that the Borrowers shall be permitted to permanently prepay any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (4) assignments and participations of Extended Revolving Credit Commitments, Extended FILO Term Loans and extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments, Revolving Credit Loans and FILO Term Loans, as applicable, and (5) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates, (ii) if the aggregate principal amount of Revolving Credit Commitments or FILO Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or FILO Term Loans offered to be extended by the ABL Administrative Borrower pursuant to such Extension Offer, as applicable, Revolving Credit Commitments and Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (iii) all documentation in respect of such Extension shall be consistent with the foregoing and (iv) any applicable Minimum Extension Condition shall be satisfied at the option of the ABL Administrative Borrower.

(b) With respect to all Extensions consummated by the Borrowers pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.13 or Section 2.15 and (ii) at the option of the Administrative Borrower, an Extension Offer may specify the minimum amount of Revolving Credit Commitments or FILO Term Loans to be extended, which shall be in an integral multiple of $1,000,000 and an aggregate principal amount that is not less than $10,000,000 (or if less, the remaining outstanding principal amount of a given Class) (or such lesser minimum amount reasonably approved by the Administrative Agent) (a “ Minimum Extension Condition ”). The transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Credit Commitments or Extended FILO Term Loans on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and the requirements of any provision of this Agreement (including, without limitation, Sections 2.13 and 2.21) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section shall not apply to any of the transactions effected pursuant to this Section 2.26.

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consent shall not be unreasonably withheld, conditioned or delayed. All Extended Revolving Credit Commitments, Extended FILO Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (which shall be reasonably satisfactory to the Administrative Agent) (an “ Extension Amendment ”) with the ABL Administrative Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments or FILO Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the ABL Administrative Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section. In addition, with respect to Extended Revolving Credit Commitments, if so provided in such amendment and with the consent of the Issuing Banks, participations in Letters of Credit expiring on or after the Maturity Date in respect of the Revolving Credit Facility shall be re-allocated from Lenders holding Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such amendment; provided , however , that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).

(d) In connection with any Extension, the ABL Administrative Borrower shall provide the Administrative Agent at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.26.

SECTION 3. REPRESENTATIONS AND WARRANTIES

To induce the Arrangers, the Agents and the Lenders to enter into this Agreement and to induce (a) the Lenders (including the Swingline Lender) to make the Loans and (b) the Issuing Banks to issue Letters of Credit hereunder, Parent and each Borrower hereby jointly and severally represent and warrant to each Arranger, each Agent and each Lender that:

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financial condition of Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Holdings as at September 30, 2017, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly in all material respects the consolidated financial condition of Holdings as at such date and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (unless otherwise noted therein) applied consistently throughout the periods involved (except as disclosed therein).

3.2 No Change . Since December 31, 2016 there has been no development or event that has had or would reasonably be expected to have a Material Adverse Effect.

3.3 Corporate Existence; Compliance with Law . Each of Parent and the ABL Administrative Borrower and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing or in full force and effect under the laws of the jurisdiction of its organization (to the extent such concepts exist in such jurisdictions), (b) has the organizational power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign organization and in good standing or in full force and effect under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except, in the case of the foregoing clauses (a) (solely with respect to Restricted Subsidiaries), (b), (c) and (d), as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

3.4 Organizational Power; Authorization; Enforceable Obligations . Each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party. No material consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, (ii) the consents, authorizations, filings and notices described in Schedule 3.4, (iii) the filings referred to in Section 3.18 and (iv) filings necessary to create or perfect Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (v) those consents, authorizations, filings and notices the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable

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bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

3.5 No Legal Bar . The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law applicable to, or any Contractual Obligation of, Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any such Requirement of Law or any such Contractual Obligation (other than Permitted Liens).

3.6 No Material Litigation . No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Parent or the ABL Administrative Borrower, threatened in writing against Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries or against any of their respective properties or revenues (a) with respect to this Agreement or any of the other Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that would reasonably be expected to have a Material Adverse Effect (after giving effect to indemnification from certain manufacturers and applicable insurance).

3.7 No Default . Neither Parent, the ABL Administrative Borrower nor any of its Restricted Subsidiaries is in default under or with respect to any of its material Contractual Obligations in any respect that would reasonably be expected to have a Material Adverse Effect.

3.8 Ownership of Property; Liens . Each of Parent, the ABL Administrative Borrower and its Restricted Subsidiaries has good title to, or a valid leasehold interest in, all real property and other Property material to the conduct of its business except where the failure to have such title or interests would not reasonably be expected to have a Material Adverse Effect. None of the Pledged Capital Stock is subject to any Lien except for Permitted Liens.

3.9 Intellectual Property . Except as would not reasonably be expected to result in a Material Adverse Effect, to the knowledge of Parent and the ABL Administrative Borrower, (i) Parent, the ABL Administrative Borrower and each of its Restricted Subsidiaries owns, or has a valid license to use, all Intellectual Property necessary for the conduct of its business as currently conducted (“ Company Intellectual Property ”); (ii) no claim has been asserted in writing and is pending, by any Person challenging or questioning the use of any Company Intellectual Property or the validity or effectiveness of any Company Intellectual Property, nor does Parent or the ABL Administrative Borrower know of any valid basis for any such claim; and (iii) the use of Company Intellectual Property by Parent, the ABL Administrative Borrower and its Restricted Subsidiaries does not infringe on the Intellectual Property rights of any Person.

3.10 Taxes . Each of Parent, the ABL Administrative Borrower and each of its Restricted Subsidiaries has filed or caused to be filed all federal income and all material state, provincial, territorial and other tax returns that are required to be filed and has paid all federal

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income and all material state, provincial, territorial and other Taxes, assessments, fees and other governmental charges levied or imposed upon it or its properties, income or assets due and payable by it (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Parent, the ABL Administrative Borrower or its Restricted Subsidiaries, as the case may be) except, in each case, where the failure to do so would not reasonably be expected to have a Material Adverse Effect. To the knowledge of Parent and the ABL Administrative Borrower, no material written claim has been asserted with respect to any Taxes (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Parent, the ABL Administrative Borrower or its Restricted Subsidiaries, as the case may be).

3.11 Federal Regulations . No part of the proceeds of any Loans will be used by Parent, the ABL Administrative Borrower or any of its Subsidiaries for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board. On the Closing Date, none of Parent, the ABL Administrative Borrower or any of its Subsidiaries owns any “margin stock”.

3.12 ERISA . Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) neither a Reportable Event nor the failure of any Loan Party or Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan or any failure by any Single Employer Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period, (iii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits by a material amount, (iv) neither the ABL Administrative Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a material liability under ERISA, and neither the ABL Administrative Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the ABL Administrative Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, (v) no failure by any Loan Party or Commonly Controlled Entity to make any required contribution to a Multiemployer Plan pursuant to Sections 431 or 432 of the Code has occurred, (vi) there has not been a determination that any Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA), and (vii) to the knowledge of Parent or the ABL Administrative Borrower, no such Multiemployer Plan is

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Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA.

3.13 Investment Company Act . No Loan Party is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

3.14 Restricted Subsidiaries . (a) The Restricted Subsidiaries listed on Schedule 3.14(a) constitute all the Restricted Subsidiaries of Parent as of the Closing Date. Schedule 3.14(a) sets forth as of the Closing Date the exact legal name (as reflected on the certificate of incorporation (or formation)) and jurisdiction of incorporation (or formation) of each Restricted Subsidiary of Parent and, as to each such Restricted Subsidiary, the percentage and number of each class of Capital Stock of such Restricted Subsidiary owned by Parent and its Restricted Subsidiaries.

(b) As of the Closing Date, except as set forth on Schedule 3.14(b), there are no outstanding subscriptions, options, warrants, calls or similar rights (other than stock options granted to employees, directors, managers and consultants and directors’ qualifying shares) relating to any Capital Stock of Parent, the ABL Administrative Borrower or any Restricted Subsidiary.

(c) As of the Closing Date, the ABL Administrative Borrower has no Unrestricted Subsidiaries other than GNC Intermediate IP Holdings, LLC and GNC Intellectual Property Holdings, LLC.

3.15 Use of Proceeds . The proceeds of Revolving Credit Loans shall be used (a) on the Closing Date to (i) repay outstanding “Revolving Credit Loans” (under and as defined in the Existing Credit Agreement), (ii) cash collateralize any existing letters of credit for the account of the ABL Administrative Borrower and its subsidiaries under the Existing Credit Agreement, (iii) to pay fees and expenses incurred in connection with the Transactions, and (iv) for working capital needs, and (b) after the Closing Date for general corporate purposes of the ABL Administrative Borrower and its Restricted Subsidiaries. The proceeds of FILO Term Loans shall be used on the Closing Date to make the mandatory prepayments contemplated in Section 2.15(f), 2.15(g) and 2.15(h) of the Term Loan Credit Agreement (as in effect on the Closing Date) and to pay fees and expenses in connection therewith. The proceeds of the Replacement FILO Term Loans shall be used as specified in Section 2.25.

3.16 Environmental Matters . Other than exceptions to any of the following that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect:

(a) Parent, the ABL Administrative Borrower and its Restricted Subsidiaries: (i) are in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits required for any of their current operations or for any property owned, leased, or otherwise operated by any of them; and (iii) are in compliance with all of their Environmental Permits;

(b) to the knowledge of Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries, Hazardous Materials are not present at, on, under or in any real property now or formerly owned, leased or operated by Parent, the ABL Administrative Borrower or any

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of its Restricted Subsidiaries, or, to the knowledge of Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries, at any other location (including, without limitation, any location to which Hazardous Materials have been sent by Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries for re-use or recycling or for treatment, storage, or disposal) which would reasonably be expected to (i) give rise to the imposition of Environmental Liabilities on Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries, (ii) materially interfere with Parent’s, the ABL Administrative Borrower’s or any of its Restricted Subsidiaries’ continued operations, or (iii) materially impair the fair saleable value of any real property owned or leased by Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries;

(c) there is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) pursuant to any Environmental Law to which Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries is named as a party that is pending or, to the knowledge of Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries, threatened in writing;

(d) neither Parent, the ABL Administrative Borrower nor any of its Restricted Subsidiaries has received any written request for information, or been notified in writing that it is a potentially responsible party under or relating to the federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law;

(e) neither Parent, the ABL Administrative Borrower nor any of its Restricted Subsidiaries has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Law or Environmental Liability; and

(f) neither Parent, the ABL Administrative Borrower nor any of its Restricted Subsidiaries has assumed or retained by contract any Environmental Liability.

3.17 Accuracy of Information, etc. No written statement or written information (other than projections and other forward-looking information and information of a general economic nature or general industry nature) contained in this Agreement, any other Loan Document or any other document, certificate or written statement furnished to the Arrangers, the Agents or the Lenders or any of them, by or at the direction and on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, taken as a whole with all such other written statements, written information, documents and certificates, contained as of the date such written statement, written information, document or certificate was so dated or certified, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were delivered, contained herein or therein not materially misleading (after giving effect to all written updates thereto delivered by or on behalf of any Loan Party). The projections and other forward-looking financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by Parent and the ABL Administrative Borrower to be reasonable as of the date such information is dated or certified, it being recognized by the Lenders that (i) such projections and financial

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information as they relate to future events are not to be viewed as fact and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties, (ii) no assurance can be given that any particular projections will be realized and (iii) actual results during the period or periods covered by such projections and financial information may differ from the projected results set forth therein by a material amount.

3.18 Security Documents . (a) Each of the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Subject to the terms of Section 5.10(d), in the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Capital Stock (and constituting “certificated securities” within the meaning of the UCC or the PPSA) are delivered to the Collateral Agent (or an agent or bailee of the Collateral Agent for such purpose), (ii) Collateral with respect to which a security interest may be perfected only by possession or control, upon the taking of possession or control by the Collateral Agent (or an agent or bailee of the Collateral Agent for such purpose) of such Collateral, and (iii) the other personal property Collateral described in the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the appropriate filing offices and such other filings as are specified by the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement have been completed, each of the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement), in each case prior to the Liens of any other Person (subject to the Intercreditor Agreements and except for Permitted Liens).

(b) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on the Mortgaged Properties described therein; and when the Mortgages are filed or recorded in the offices designated by the ABL Administrative Borrower, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage or the Loan Documents).

3.19 Solvency . After giving effect to the Transactions to be consummated on the Closing Date and the incurrence of all Indebtedness and obligations being incurred in connection herewith and therewith on the Closing Date, and after giving effect to Sections 2.1(b) and 2.2 of the Guarantee and Collateral Agreement and Sections 2.1(b) and 2.2 of the Canadian Guarantee and Collateral Agreement, on the Closing Date the ABL Administrative Borrower and its Subsidiaries, on a consolidated basis, are Solvent.

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3.20 Patriot Act . To the extent applicable, each Loan Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the “ Act ”).

3.21 Anti-Corruption Laws and Sanctions . The ABL Administrative Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance in all material respects by the ABL Administrative Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, and the ABL Administrative Borrower and its Subsidiaries, and to the knowledge of the ABL Administrative Borrower, its directors, officers, employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the ABL Administrative Borrower or any of its Subsidiaries or (b) to the knowledge of the ABL Administrative Borrower, any director, officer, employee or agent of the ABL Administrative Borrower or any of its Subsidiaries that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

3.22 EEA Financial Institution . No Loan Party is an EEA Financial Institution.

3.23 Canadian Welfare and Pension Plans Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each Loan Party has adopted all Canadian Welfare Plans required pursuant to applicable Requirements of Law and each of such plans has been maintained and each Loan Party is in compliance with such laws in all material respects including, without limitation, all requirements relating to employee participation, funding, investment of funds, benefits and transactions with the Loan Parties and persons related to them, (ii) no Loan Party has a material contingent liability with respect to any post-retirement benefit under a Canadian Welfare Plan, (iii) with respect to Canadian Pension Plans: (a) no Canadian Pension Termination Event has occurred and no steps have been taken to terminate any Canadian Pension Plan (wholly or in part) which could result in any Loan Party being required to make a material additional contribution to any Canadian Pension Plan, (b) no contribution failure has occurred with respect to any Canadian Pension Plan sufficient to give rise to a lien or charge under any applicable pension benefits laws of any other jurisdiction (for certainty, not including payments in respect of contributions payable but not yet due), and (c) no condition exists and no event or transaction has occurred with respect to any Canadian Pension Plan which is reasonably likely to result in any Loan Party incurring any material liability, fine or penalty, (iv) each Canadian Pension Plan is in compliance (other than immaterial non-compliance) with all applicable pension benefits and tax laws, (v) all contributions (other than immaterial amounts) (including employee contributions made by authorized payroll deductions or other withholdings) required to be made to the appropriate funding agency in accordance with all applicable Requirements of Law (other than immaterial non-compliance) and the terms of each such Canadian Pension Plan have been made in accordance with all applicable

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Requirements of Law (other than immaterial non-compliance) and the terms of such Canadian Pension Plan (other than immaterial non-compliance), (vi) all liabilities under each Canadian

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Pension Plan are funded in accordance with the terms of the respective Canadian Pension Plans, the requirements of applicable pension benefits laws and of applicable regulatory authorities (other than immaterial non-compliance), (vii) no event has occurred and no conditions exist with respect to any Canadian Pension Plan that has resulted or could reasonably be expected to result in any such Canadian Pension Plan having its registration revoked or refused by any administration of any relevant pension benefits regulatory authority or being required to pay any taxes (other than taxes the amounts of which are immaterial) or penalties under any applicable pension benefits or tax laws and (viii) no Loan Party contributes to, sponsors or maintains, or has in the past 5 years contributed to, sponsored or maintained, a Canadian Defined Benefit Pension Plan.

3.24 Canadian Anti-Corruption and Canadian Anti-Money Laundering . The Canadian Guarantor has adopted and maintains adequate procedures designed to ensure that it is in compliance in all material respects with all Canadian Anti-Money Laundering Legislation and Canadian Anti-Corruption Laws.

3.25 Borrowing Base Certificate . At the time of delivery of each Borrowing Base Certificate, assuming that any eligibility criteria that requires the approval or satisfaction of the Administrative Agent has been approved by or is satisfactory to the Administrative Agent, each material Account reflected therein as eligible for inclusion in the Borrowing Bases is an Eligible Accounts Receivable, an Eligible Credit Card Receivable or an Eligible Gift Card Receivable, the material Inventory reflected therein as eligible for inclusion in the Borrowing Bases constitutes Eligible Inventory and the cash and Cash Equivalents reflected therein as eligible for inclusion in the Borrowing Bases constitute Borrowing Base Cash.

SECTION 4. CONDITIONS PRECEDENT

4.1 Conditions to the Closing Date . The obligations of (a) the Lenders (including the Swingline Lender) to make Loans and (b) any Issuing Bank to issue Letters of Credit Letters of Credit hereunder are subject to the satisfaction of the following conditions on the Closing Date:

(a) Loan Documents . The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of Parent and the ABL Administrative Borrower, (ii) an executed signature page from each Lender party to this Agreement on the Closing Date; provided that a FILO Term Loan Lender that is solely exchanging Term Loans for FILO Term Loans pursuant to Section 2(a)(ii) or Section 2(a)(iii) of the Amendment Agreement need only provide an executed Lender Consent (as defined in the Term Loan Credit Agreement as in effect on the Closing Date) to the Amendment Agreement, (iii) the Guarantee and Collateral Agreement, executed and delivered by a duly authorized officer of Parent, the Borrowers and each Subsidiary Guarantor (other than the Canadian Guarantor), (iv) the Canadian Guarantee and Collateral Agreement, executed and delivered by a duly authorized officer of the Canadian Guarantor, (v) the ABL Intercreditor Agreement, executed and delivered by a duly authorized officer of each party thereto as of the Closing Date and (vi) the Amendment Effective Date (under and as defined in the Term Loan Credit Agreement as in effect

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on the Closing Date) shall have occurred or shall occur substantially simultaneously with the Closing Date.

(b) Perfection Certificate . The Administrative Agent shall have received a completed Perfection Certificate dated as of the Closing Date and signed by a Responsible Officer of the ABL Administrative Borrower.

(c) Fees . All fees and, to the extent invoiced at least two business days prior to the Closing Date, all reasonable and documented out-of-pocket costs and expenses (including, without limitation, to the extent invoiced at least two business days prior to the Closing Date, reasonable and documented out-of-pocket legal fees and expenses) required to be paid in connection with the Transactions by the ABL Administrative Borrower to the Arrangers, the Administrative Agent or the Lenders on or before the Closing Date shall have been paid to the extent then due; provided that legal fees and expenses shall be limited to fees and expenses of Simpson Thacher & Bartlett LLP, O’Melveny & Myers LLP and Norton Rose Fulbright Canada LLP as counsel for the Lenders, the Arrangers and the Administrative Agent, taken together, and any necessary local or foreign counsel previously approved by the ABL Administrative Borrower.

(d) Solvency Certificate . The Lenders shall have received a solvency certificate, substantially in the form of Exhibit G, by the chief financial officer of the ABL Administrative Borrower with respect to the solvency of the ABL Administrative Borrower and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions.

(e) Closing Certificate . The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit B, with appropriate insertions and attachments.

(f) Other Certifications . The Administrative Agent shall have received the following:

(i) a copy of the charter or other similar organizational document of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized;

(ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter or other similar organizational document of such Loan Party and each amendment thereto on file in such office and, if available, certifying that (A) such amendments are the only amendments to such Person’s charter on file in such office and (B) such Person is duly organized and in good standing or full force and effect under the laws of such jurisdiction; and

(iii) a certificate of a duly authorized officer or director of each Loan Party, certifying (i) that the attached copies of such Loan Party’s organizational documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of

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the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to the Loan Documents; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents.

(g) Legal Opinion . The Administrative Agent shall have received the executed legal opinions of (i) Latham & Watkins LLP, special New York counsel to the Loan Parties, (ii) Snell & Wilmer L.L.P., special Nevada and Arizona counsel to the Loan Parties, (iii) Babst, Calland, Clements and Zomnir, P.C., special Pennsylvania counsel to the Loan Parties, (iv) Torys LLP, special Canadian counsel to the Loan Parties, (v) Stewart McKelvey Stirling Scales LLP, special Canadian counsel to the Loan Parties, and (vi) MacPherson Leslie & Tyerman LLP, special Canadian counsel to the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.

(h) Lien Searches . The Administrative Agent shall have received results of customary UCC and PPSA lien searches with regard to Parent, the ABL Administrative Borrower and the other Loan Parties in the jurisdiction of formation or organization of each such entity.

(i) Filings, Registrations and Recordings . Each document (including, without limitation, any UCC or PPSA financing statement) required by the Security Documents or under law (in each case as reasonably requested by the Administrative Agent) (subject to the terms of Section 5.10(c)) to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Permitted Liens and subject to the ABL Intercreditor Agreement), shall have been filed, registered or recorded or shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation.

(j) “ Know-Your-Customer ”. The Loan Parties shall have provided or caused to be provided the documentation and other information to the Administrative Agent required by United States and Canadian regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and Canadian Anti-Money Laundering Legislation, in each case, at least three business days prior to the Closing Date, to the extent reasonably requested in writing at least 10 business days prior to the Closing Date.

(k) Borrowing Base Certificate . The Administrative Agent shall have received and be reasonably satisfied with a completed Borrowing Base Certificate dated as of January 31, 2018 that has been reviewed by a third party.

(l) Availability . After giving effect to the Transactions, including any Borrowing to be made on the Closing Date, Availability shall be not less than $50,000,000.

(m) Responsible Officer Certificate . The Administrative Agent shall have received a certificate of a Responsible Officer of the Administrative Borrower certifying compliance with the conditions set forth in Section 4.2(a) and (b) as of the Closing Date.

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4.2 Conditions to Each Extension of Credit . The agreement of each Lender to make any extension of credit requested to be made by it hereunder on any date (including, without limitation, its initial extension of credit) (other than a conversion of Loans to the other Type, or a continuation of Eurodollar Loans) is subject to the satisfaction of the following conditions precedent:

(a) Representations and Warranties . Subject to Section 1.9, each of the representations and warranties made by any Loan Party in the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date ( provided that, in each case, such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality or Material Adverse Effect).

(b) No Default . Subject to Section 1.9, no Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

(c) Availability Conditions . After giving effect to the borrowing of Revolving Credit Loans (and to any concurrent use of the proceeds thereof to repay Swingline Loans or LC Disbursements) or issuance of a Letter of Credit, the Loan Parties will be in compliance with the Availability Conditions.

(d) Borrowing Request . The Administrative Agent shall have received a Borrowing Request for the borrowing of Loans in accordance with the terms hereof or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting such issuance as required by Section 2.8(b).

Each Borrowing of a Loan (other than a conversion of Loans to the other Type, or a continuation of Eurodollar Loans) by, and issuance of a Letter of Credit on behalf of, the ABL Administrative Borrower hereunder shall constitute a representation and warranty by Parent and the ABL Administrative Borrower as of the date of such extension of credit that the conditions contained in this Section 4.2 have been satisfied.

SECTION 5. AFFIRMATIVE COVENANTS

Parent and the ABL Administrative Borrower hereby jointly and severally agree that, so long as any Commitments remain in effect, any undrawn and unexpired Letter of Credit remains outstanding (unless such Letter of Credit has been cash collateralized in a manner consistent with Section 2.8(k) or is otherwise backstopped by another letter of credit in a manner reasonably satisfactory to the applicable Issuing Bank (or other arrangements with respect thereto reasonably satisfactory to the applicable Issuing Bank have been made)) or any Loan or other amount (excluding Obligations in respect of (x) any Specified Hedge Agreements or Cash Management Obligations and (y) contingent reimbursement and indemnification obligations which are not due and payable) is owing to any Lender, any Agent or any Arranger hereunder,

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each of Parent and the ABL Administrative Borrower shall and shall cause each of the ABL Administrative Borrower’s Restricted Subsidiaries to:

5.1 Financial Statements . Furnish to the Administrative Agent for further delivery to each Agent and each Lender:

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the ABL Administrative Borrower, a copy of the audited consolidated balance sheets of the ABL Administrative Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of and for the previous year, all in reasonable detail and prepared in accordance with GAAP, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit (other than a “going concern” statement, explanatory note or like qualification or exception resulting solely from an upcoming maturity date under the Term Loan Credit Agreement or the Convertible Notes Indenture) by PricewaterhouseCoopers or other independent certified public accountants of nationally recognized standing;

(b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the ABL Administrative Borrower, the unaudited consolidated balance sheets of the ABL Administrative Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, all in reasonable detail and certified by a Responsible Officer as fairly presenting in all material respects the financial condition, results of operations and cash flows of the ABL Administrative Borrower and its consolidated Subsidiaries in accordance with GAAP (subject to normal year end audit adjustments and the absence of footnotes);

(c) commencing with the fiscal month of the ABL Administrative Borrower ended immediately prior to any date on which Availability is less than the greater of (x) 15% of the Line Cap and (y) $15,000,000, and continuing for each full fiscal month thereafter until such date as Availability shall have been at least equal to the greater of (x) 15% of the Line Cap and (y) $15,000,000 for 20 consecutive calendar days, as soon as available, but in any event not later than 30 days after the end of each such month (other than the third fiscal month of any fiscal quarter), the unaudited consolidated balance sheets of the ABL Administrative Borrower and its consolidated Subsidiaries as at the end of such month and the related unaudited consolidated statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, all in reasonable detail and certified by a Responsible Officer as fairly presenting in all material respects the financial condition, results of operations and cash flows of the ABL Administrative Borrower and its consolidated Subsidiaries in accordance with GAAP (subject to normal year end audit adjustments and the absence of footnotes); and

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(d) together with each set of consolidated financial statements referred to in Sections 5.1(a) and 5.1(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements.

Notwithstanding the foregoing, the obligations in paragraphs (a), (b), (c) and (d) of this Section 5.1 may be satisfied with respect to financial information of the ABL Administrative Borrower and its Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent company of the ABL Administrative Borrower that directly or indirectly owns all of the Capital Stock of the ABL Administrative Borrower or (B) with respect to clauses (a), (b) and (d) above, the ABL Administrative Borrower’s (or any direct or indirect parent company thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to a parent of the ABL Administrative Borrower and if requested by the Administrative Agent, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the ABL Administrative Borrower (or such parent), on the one hand, and the information relating to the ABL Administrative Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand (which consolidating information shall be certified by a Responsible Officer of the ABL Administrative Borrower as fairly presenting such information unless such consolidating information is contained in the financial statements included in a Form 10-K or 10-Q filed with the SEC), and (ii) to the extent such information is in lieu of information required to be provided under Section 5.1(a), the consolidated financial statements included in the materials provided pursuant to the foregoing clause (A) or (B) are accompanied by a report by PricewaterhouseCoopers or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception or qualification arising out of the scope of such audit (other than a “going concern” statement, explanatory note or like qualification or exception resulting solely from an upcoming maturity date under the Term Loan Credit Agreement or the Convertible Notes Indenture)).

5.2 Certificates; Other Information . Furnish to the Administrative Agent in each case for further delivery to each Lender, or, in the case of clause (g) below, to the relevant Lender:

(a) concurrently with the delivery of the financial statements referred to in Section 5.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate (it being understood that such certificate shall be limited to the items that independent certified public accountants are permitted to cover in such certificates pursuant to their professional standards and customs of the profession); provided that such certificate shall not be required to be delivered if Parent and the ABL Administrative Borrower have used commercially reasonable efforts to cause such certificate to be delivered by such accountants or such accountants have informed Parent and the ABL Administrative Borrower that such accountants are not able or willing to provide such certificate;

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(b) concurrently with the delivery of any financial statements pursuant to Sections 5.1(a), 5.1(b) and 5.1(c), (i) a certificate of a Responsible Officer stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) (x) a Compliance Certificate setting forth in reasonable detail a calculation of the Fixed Charge Coverage Ratio for the most recently ended Test Period (for the avoidance of doubt, regardless of whether the Financial Covenant is then required to be tested in accordance with Section 6.1) and (y) to the extent not previously disclosed to the Administrative Agent in writing, a listing of (A) any store openings or closings since the last such certificate delivered (or, since the Closing Date, in the case of the first such certificate delivered after the Closing Date) and any new warehouse or distribution locations within the United States or otherwise where any Loan Party keeps material inventory or equipment, (B) any registered Intellectual Property acquired, created, developed, or exclusively licensed by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date) and (C) any new Restricted Subsidiary since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date);

(c) as soon as available, and in any event no later than 60 days (or, in the case of the Projections to be delivered after the end of the Borrower’s 2017 fiscal year, 90 days) after the end of each fiscal year of the ABL Administrative Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet of the ABL Administrative Borrower and its Restricted Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a statement of all material assumptions used in preparation of such budget) (collectively, the “ Projections ”), which Projections shall set forth such information on a quarterly basis and in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions at the time made (it being understood that the Projections are based upon good faith estimates and assumptions believed by management of Parent and the ABL Administrative Borrower to be reasonable at the time made, it being recognized that such financial information as it relates to future events (i) is not to be viewed as fact and is subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties, (ii) no assurance can be given that any particular projections will be realized and (iii) that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount);

(d) to the extent that the ABL Administrative Borrower (or a direct or indirect parent company of the ABL Administrative Borrower) is not otherwise required to file reports on form 10-K or 10-Q with the SEC, within 45 days after the end of each of the first three fiscal quarters of the ABL Administrative Borrower in each fiscal year, or within 90 days after the fourth fiscal quarter of the ABL Administrative Borrower in each fiscal year, a narrative discussion and analysis of the financial condition and results of operations of the ABL Administrative Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year;

(e) promptly after the furnishing thereof, copies of any material notices received by any Loan Party from, or material statement or material report furnished to, any

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holder (which is not an Affiliate of Parent) of Material Debt and not otherwise required to be furnished to the Administrative Agent or the Lenders pursuant to any other clause of this Section 5.2;

(f) within ten days after the same are sent, copies of all reports that Parent or the ABL Administrative Borrower or any of its Restricted Subsidiaries sends to the holders of (x) any Material Debt or (y) any class of its public equity securities and, within ten days after the same are filed, copies of all reports that Parent or the ABL Administrative Borrower or any of its Restricted Subsidiaries may make to, or file with, the SEC (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8), and in any case not otherwise required to be furnished to the Administrative Agent or the Lenders pursuant to any other clause of this Section 5.2; in each case only to the extent such reports are of a type customarily delivered by borrowers to lenders in syndicated loan financings; and

(g) promptly, such additional financial and other information regarding the business, legal, financial or corporate affairs of any Loan Party or any Restricted Subsidiary as the Administrative Agent may from time to time reasonably request (on its own behalf or on behalf of any Lender).

Concurrently with the delivery of any document or notice required to be delivered pursuant to this Section 5.2 (collectively, the “ Borrower Materials ”), the ABL Administrative Borrower shall indicate in writing whether such document or notice contains Nonpublic Information (which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof if such Borrower Materials may be distributed to “public-side” Lenders). Parent and the ABL Administrative Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to Holdings, Parent, the ABL Administrative Borrower, its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.2 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “ Platform ”), any document or notice that the ABL Administrative Borrower has indicated contains Nonpublic Information shall not be posted on that portion of the Platform designated for such public-side Lenders. All Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “public side”. If the ABL Administrative Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.2 contains Nonpublic Information, the Administrative Agent shall post such document or notice solely on that portion of the Platform designated for Lenders who do not wish to receive material nonpublic information with respect to Parent, the ABL Administrative Borrower, its Subsidiaries and their securities.

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and reserves in conformity with GAAP with respect thereto have been provided on the books of Parent, the ABL Administrative Borrower or its Restricted Subsidiaries, as the case may be or (b) where the failure to pay, discharge or otherwise satisfy the same would not reasonably be expected to have a Material Adverse Effect.

5.4 Conduct of Business and Maintenance of Existence, etc. . (t) (i) Preserve, renew and keep in full force and effect its corporate or other organizational existence and (ii) take all reasonable action to maintain all rights, privileges, franchises, permits and licenses necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 6.4 and except (other than in the case of the preservation of existence of Parent and the ABL Administrative Borrower) to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) to the extent not in conflict with this Agreement or the other Loan Documents, comply with all Contractual Obligations and applicable Requirements of Law, except to the extent that failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (c) maintain in effect and enforce policies and procedures designed to ensure compliance by the ABL Administrative Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws.

5.5 Maintenance of Property; Insurance . (a) (i) Except as would not reasonably be expected to have a Material Adverse Effect, keep all Property and systems necessary in its business (in the good faith belief of the ABL Administrative Borrower) in good working order and condition, ordinary wear and tear excepted and (ii) maintain with financially sound and reputable insurance companies insurance (or, with respect to inventory and equipment at the retail store level, a program of self-insurance) on all its Property meeting the requirements of Section 5.3 of the Guarantee and Collateral Agreement and in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same geographic regions by companies of similar size engaged in the same or a similar business; provided that such insurance shall not be required to cover ephedra products or other products for which insurance is not available or is not available on commercially reasonable terms.

(b) If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, then the ABL Administrative Borrower shall, or shall cause each Loan Party to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent.

5.6 Inspection of Property; Books and Records; Discussions . (a) (i) Keep proper books of records in conformity with GAAP and all material applicable Requirements of Law of all material dealings and transactions in relation to its business activities and (ii) permit

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representatives of the Administrative Agent, at reasonable business times and upon reasonable prior notice, to visit and inspect any of its properties and examine and, at the Borrowers’ expense, and make abstracts from any of its books and records as often as may reasonably be desired (subject to the immediately succeeding sentence) and to discuss the business, operations, properties and financial and other condition of Parent, the ABL Administrative Borrower and its Restricted Subsidiaries with officers and employees of Parent, the ABL Administrative Borrower and its Restricted Subsidiaries and with their respective independent certified public accountants (subject to such accountants’ policies and procedures). Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing (in which case there shall be no limits on such visits, inspections and examinations) such visits, inspections and examinations shall be limited to two per fiscal year (and, (x) so long as no Event of Default has occurred and is continuing, only one time at the Borrowers’ expense and (y) following the occurrence and during the continuance of an Event of Default, not more than two times at the Borrowers’ expense); provided , however, that unless an Event of Default exists, (i) such inspections for environmental matters shall be limited to no more than once per fiscal year and (ii) at all times such inspections for environmental matters shall be limited to non-intrusive and non-invasive visual observations. The Administrative Agent shall give the ABL Administrative Borrower the opportunity to participate in any discussions with the ABL Administrative Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.6, none of Parent, the ABL Administrative Borrower or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

(b) At the Administrative Agent’s discretion, no more frequently than once per fiscal year, the Loan Parties will, at their expense and upon the Administrative Agent’s request, permit any Persons designated by the Administrative Agent and reasonably satisfactory to the ABL Administrative Borrower to conduct a field examination and an inventory appraisal, in each case with respect to Collateral contained in the Borrowing Bases, at a reasonable business time and upon reasonable prior notice to the ABL Administrative Borrower, and with respect to such inventory appraisal, to be conducted by an Acceptable Appraiser. The Loan Parties will reasonably cooperate with the Administrative Agent and such Persons in the conduct of such field examination and inventory appraisal. The Administrative Agent shall provide a copy of any field examination and/or inventory appraisal prepared after the Closing Date to any Lender upon such Lender’s request. Notwithstanding the foregoing, (a) if Availability has been less than the greater of 20% of the Line Cap and $20,000,000 for a period of five consecutive Business Days at any time in any fiscal year, one additional field examination and one additional inventory appraisal will be permitted in such fiscal year, and (b) at any time during the continuance of a Specified Event of Default, additional field examinations and inventory appraisals shall be permitted at the request of the Administrative Agent, in each case at the Borrowers’ expense. The Administrative Agent shall have the right, but not the obligation, from time to time at the ABL Administrative Borrower’s request and expense, to periodically update the inventory appraisal. With respect to each inventory appraisal made pursuant to this Section 5.6(b), (i) the Administrative Agent and the Loan Parties will each be given a reasonable amount of time to

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review and comment on a draft form of the inventory appraisal prior to its finalization and (ii) any adjustments to the Net Orderly Liquidation Value or the Borrowing Bases hereunder as a result of such inventory appraisal shall be reflected in the Borrowing Base Certificate delivered immediately succeeding such inventory appraisal.

5.7 Notices . Promptly give notice to the Administrative Agent and each Lender of:

(a) knowledge by the ABL Administrative Borrower or Parent of the occurrence of any Default or Event of Default;

(b) any (i) default or event of default (or alleged default) under any Contractual Obligation (other than the Loan Documents) of Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries or (ii) litigation, investigation or proceeding which may exist at any time between Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries and any Governmental Authority, that in the case of either of clause (i) or (ii), would reasonably be expected to have a Material Adverse Effect;

(c) any litigation or proceeding against Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries that would reasonably be expected to have a Material Adverse Effect;

(d) the following events to the extent such events would reasonably be expected to have a Material Adverse Effect, as soon as possible and in any event within 30 days after the ABL Administrative Borrower or any Commonly Controlled Entity knows or has reason to know thereof: (i) the occurrence of any Reportable Event or Canadian Pension Termination Event with respect to any Plan or Canadian Defined Benefit Plan, a failure to make any required contribution to a Single Employer Plan or Multiemployer Plan or a Canadian Pension Plan that would reasonably be expected to give rise to a Lien in favor of the PBGC, the Financial Services Commission of Ontario (or other like provincial entities) (“FSCO”) or a Single Employer Plan or Multiemployer Plan or Canadian Pension Plan, the creation of any Lien in favor of any Person including the PBGC, the FSCO or a Single Employer Plan or Multiemployer Plan or Canadian Pension Plan or any withdrawal from, or the termination or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the FSCO or the ABL Administrative Borrower or any Loan Party or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination or Insolvency of, any Plan or Canadian Defined Benefit Plan; and

(e) any other development or event that results in or would reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action (if any) Parent, the ABL Administrative Borrower or the relevant Restricted Subsidiary proposes to take with respect thereto.

5.8 Environmental Laws . (a) Comply in all respects with all applicable Environmental Laws, and obtain, maintain and comply with any and all Environmental Permits,

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except to the extent the failure to so comply with Environmental Laws or obtain, maintain or comply with Environmental Permits would not reasonably be expected to have a Material Adverse Effect.

(b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other corrective actions required pursuant to Environmental Laws and promptly comply in all respects with all lawful orders and directives of all Governmental Authorities regarding any violation of or non-compliance with Environmental Laws and any release or threatened release of Hazardous Materials, except, in each case, to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect.

5.9 Borrowing Base Certificates . Within 20 calendar days after the end of each month (or, (x) during a Liquidity Period, on the immediately following Wednesday after the end of each week and (y) promptly following the Disposition of ABL Priority Collateral or the release of a Loan Party owning ABL Priority Collateral, in either case, constituting $10,000,000 or more of the Borrowing Bases in the aggregate in any 30 day period), deliver a Borrowing Base Certificate to the Administrative Agent as of the last day of the immediately preceding month (or, (A) if delivered pursuant to the preceding clause (x), as of the close of business on Saturday of the immediately preceding week and (B) if delivered pursuant to the preceding clause (y), update the most recently-delivered Borrowing Base Certificate to give pro forma effect to such Disposition or release). Notwithstanding the foregoing, the ABL Administrative Borrower may elect to deliver a Borrowing Base Certificate more frequently than within 20 calendar days after the end of each month; provided that, if the ABL Administrative Borrower makes such an election, the ABL Administrative Borrower shall continue to deliver a Borrowing Base Certificate on such more frequent basis for at least 60 days.

5.10 Additional Collateral, etc. . Subject to the ABL Intercreditor Agreement:

(a) With respect to any personal Property acquired, created or developed (including, without limitation, the filing of any applications for the registration or issuance of any Intellectual Property) after the Closing Date by any Loan Party (other than Excluded Assets), promptly (x) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement, the Canadian Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and (y) take all actions reasonably necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens and the priorities established by the applicable Intercreditor Agreement) in such Property to the extent required under the Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement, including without limitation, the recording of instruments in the United States Patent and Trademark Office, the United States Copyright Office and, with respect to the Canadian Guarantor, the Canadian Intellectual Property office, and the filing of UCC financing statements in such United States jurisdictions (and PPSA financing statements with respect to Canadian jurisdictions) as may be required by the Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement or by applicable law.

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(b) With respect to any fee interest in any real property (other than Excluded Assets) acquired after the Closing Date by any Loan Party and which is not primarily used as a retail store location of the ABL Administrative Borrower or its Restricted Subsidiaries, as soon as reasonably practicable and in any case on or prior to 60 days after such acquisition or such later date as the Administrative Agent shall agree (i) execute and deliver a first priority Mortgage (subject to Permitted Liens), in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Collateral Agent for the benefit of the Secured Parties with title and extended (to the extent available without surveys) coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such lower amount as shall be reasonably specified by the Administrative Agent) as well as, if available and reasonably requested by the Administrative Agent, a current ALTA survey thereof, together with a surveyor’s certificate (in form and substance reasonably satisfactory to the Administrative Agent), each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (iii) if reasonably requested by the Administrative Agent, deliver to the Collateral Agent legal opinions of local counsel and counsel in the jurisdiction where the Loan Party that owns such Mortgaged Property is located, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, and (iv) a completed “Life-of-Loan” Federal Emergency Management Agency flood hazard determination with respect to such Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the ABL Administrative Borrower and each Loan Party relating thereto) and, if such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance in accordance with Section 5.5(b).

(c) With respect to any new Restricted Subsidiary that would constitute a Guarantor within the meaning of that term created or acquired after the Closing Date (other than Excluded Subsidiaries) by the ABL Administrative Borrower, another Borrower or a Subsidiary Guarantor promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Restricted Subsidiary that is owned by such Loan Party (other than any such Capital Stock constituting Excluded Assets), (ii) deliver to the Collateral Agent (or its agent or bailee for such purpose) the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party to the extent required by the Guarantee and Collateral Agreement, (iii) cause such new Restricted Subsidiary (A) to become (i) a party hereto as a Borrower or (ii) a party to the Guarantee and Collateral Agreement as a Subsidiary Guarantor and (B) to take such actions reasonably necessary to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the Guarantee and Collateral Agreement with respect to such Restricted Subsidiary to the extent required under the Guarantee and Collateral Agreement, including, without limitation, the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office, and the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent, and (iv) if

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reasonably requested by the Administrative Agent, deliver to the Collateral Agent customary legal opinions relating to the matters described above.

(d) Notwithstanding the foregoing provisions of this Section 5.10 or any other provision hereof or of any other Loan Document, (i) the ABL Administrative Borrower and Guarantors shall not be required to grant a security interest in any Excluded Assets, (ii) Liens required to be granted pursuant to this Section 5.10, and actions required to be taken, including to perfect such Liens, shall be subject to exceptions and limitations consistent with those set forth in the Security Documents on the Closing Date (or as created or amended after the Closing Date with the approval of the ABL Administrative Borrower), (iii) other than with respect to (A) the Canadian Guarantor and (B) any other Foreign Subsidiary that becomes a Guarantor after the Closing Date, and in such instance, only with respect to the stock of such Foreign Subsidiary and subject to customary exceptions, limitations and restrictions imposed by local law, no Loan Party shall be required to take any actions outside the United States or under non-United States law to create or perfect any Liens on the Collateral (including, without limitation, any Intellectual Property registered or applied for registration in any jurisdiction outside the United States) and no Security Document shall be governed by the laws of any jurisdiction outside the United States, (iv) the Loan Parties shall not be required to deliver any landlord waivers, estoppels, collateral access agreements or bailee letters, (v) the Loan Parties shall not be required to deliver control agreements (other than to the extent required pursuant to Section 5.17) or otherwise deliver perfection by “control” (within the meaning of the Uniform Commercial Code or the Securities Transfer Act (Ontario) (or equivalent in any other province or territory)) (including with respect to deposit accounts, securities accounts and commodities accounts), other than delivery of stock certificates representing Capital Stock owned by Parent, Borrower or any Guarantor (subject to Section 5.18) and instruments and debt securities (and related stock powers and endorsements to the Collateral Agent (or to its agent or bailee for such purpose)) to the extent required by the Security Documents, that do not constitute Excluded Assets, (vi) notices shall not be required to be sent by any Loan Party or any Restricted Subsidiary or permitted to be sent by any Secured Party to account debtors or other contractual third parties unless an Event of Default has occurred and is continuing, (vii) no perfection of security interests (except to the extent perfected through the filing of UCC and PPSA financing statements) shall be required with respect to letter of credit rights and (viii) in no event shall perfection be required with respect to any Collateral by means other than (A) filings of UCC and (with respect to the Canadian Guarantor) PPSA financing statements in the office of the secretary of state or provincial ministry (or similar central filing office) of the jurisdiction of formation or organization of such Loan Party, (B) filings in the United States Patent and Trademark Office, the United States Copyright Office or (with respect to the Canadian Guarantor) the Canadian Intellectual Property Office with respect to Collateral consisting of Intellectual Property, (C) delivery to the Collateral Agent, for its possession (or to its agent or bailee for such purpose), of Collateral consisting of Pledged Capital Stock of Restricted Subsidiaries (other than Excluded Assets, and only to the extent represented by a certificate) and material intercompany notes or other material instruments, in each case to the extent required by the Guarantee and Collateral Agreement, together with customary transfer powers executed in blank, and (D) as required by clause (v) above.

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5.11 Use of Proceeds . Use the proceeds of the Loans only for the purposes specified in Section 3.15.

5.12 Further Assurances; Additional Borrowers . (a) From time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Administrative Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of more fully perfecting the rights of the Collateral Agent and the Lenders with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds or products thereof or with respect to any other property or assets hereafter acquired by any Loan Party which may be deemed to be part of the Collateral) pursuant hereto or thereto other than any Excluded Assets and subject to the terms of Section 5.10. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any right or remedy pursuant to this Agreement or the other Loan Documents which requires any consent, approval, recording, qualification or authorization of any United States or Canadian Governmental Authority, the ABL Administrative Borrower will execute and deliver, or will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents that such Agent or such Lender may be required to obtain from the ABL Administrative Borrower or any of its Restricted Subsidiaries for such governmental consent, approval, recording, qualification or authorization, subject to the terms of Section 5.10 and other than with respect to any Excluded Assets.

(b) Upon ten Business Days prior written notice from the ABL Administrative Borrower to the Administrative Agent, cause any Subsidiary of the ABL Administrative Borrower (other than an Excluded Subsidiary) that the ABL Administrative Borrower elects in its sole discretion to become a Borrower hereunder and under all other applicable Loan Documents to execute and deliver a joinder to this Agreement and the other Loan Documents or other similar agreement and take such other actions, and deliver such other documents, agreements and certificates, as shall reasonably be requested by the Administrative Agent, including under applicable “know your customer” and anti-money laundering rules and regulations, and any applicable items described in Section 5.10, and any such Person shall, after such conditions have been satisfied, be treated as a Borrower hereunder for all purposes; provided that no such Subsidiary shall become a Borrower hereunder if any Revolving Credit Lender provides a written notice, prior to the date that is ten Business Days after receipt of the ABL Administrative Borrower’s notice regarding such proposed additional Borrower, that an extension of credit to such Subsidiary would violate any law or regulation (including any violation of any law or regulation due to an absence of licensing) to which such Revolving Credit Lender is subject.

5.13 Maintenance of Ratings . At all times, the ABL Administrative Borrower shall use commercially reasonable efforts to maintain (a) a public rating (but not any specific rating) from Moody’s and S&P for the FILO Term Loans and (b) public corporate credit ratings and corporate family ratings (but, in each case, not any specific rating) from Moody’s and S&P in respect of the ABL Administrative Borrower.

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5.14 Fiscal Period . End the Fiscal Year of the ABL Administrative Borrower on December 31 and maintain the ABL Administrative Borrower’s method of determining fiscal quarters as such method is in effect on the Closing Date.

5.15 Designation of Subsidiaries . (a) The ABL Administrative Borrower may at any time designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) the Payment Condition is satisfied and (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such designation it would be a “restricted subsidiary” for the purpose of the Term Loan Credit Agreement or any other Material Debt with recourse to the Parent, the ABL Administrative Borrower or a Restricted Subsidiary.

(b) The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the ABL Administrative Borrower therein at the date of designation in an amount equal to the fair market value of the ABL Administrative Borrower’s investment therein as determined in good faith by the ABL Administrative Borrower and the Investment resulting from such designation must otherwise be in compliance with Section 6.8 (as determined at the time of such designation). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and a return on any Investment by the ABL Administrative Borrower in such Unrestricted Subsidiary; provided that solely for purposes of Section 5.10(c) and the Security Documents, any Unrestricted Subsidiary designated as a Restricted Subsidiary shall be deemed to have been acquired on the date of such designation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the ABL Administrative Borrower.

5.16 Anti-Corruption and Sanctions . Use, and cause the respective directors, officers, employees and agents of the ABL Administrative Borrower and its Subsidiaries to use, the proceeds of any Loan in a manner not (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. Notwithstanding the foregoing, the covenants in this Section 5.16 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) in so far as such covenants would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar law.

5.17 Cash Management .

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(a) Within 90 days after the Closing Date (or such longer period as the Administrative Agent may reasonably agree) the ABL Administrative Borrower and each other Loan Party shall:

(i) enter into blocked account agreements (each, a “ Blocked Account Agreement ”), in form reasonably satisfactory to the Administrative Agent, with the Administrative Agent and any bank with which any Loan Party maintains any DDA (other than Excluded Accounts, zero balance accounts, the Designated Disbursement Account and DDAs with balances not exceeding for a period of at least five consecutive Business Days $100,000 individually or $5,000,000 in the aggregate) (each, a “ Blocked Account ”) covering each such Blocked Account maintained with such bank; and

(ii) ensure that all cash, checks, proceeds of collections of Accounts and other amounts received by or on behalf of any Loan Party constituting proceeds of sales of Inventory are deposited promptly upon receipt in accordance with historical practices into a DDA maintained in the name of such Loan Party; provided that the Loan Parties may maintain credit balances (including cash and Cash Equivalents) in DDAs or other deposit or securities accounts that are Excluded Accounts and in the Designated Disbursement Account;

(b) Notwithstanding anything herein to the contrary, the provisions of this Section 5.17 will not apply to any deposit account that is acquired by a Loan Party in connection with a Permitted Acquisition or other Investment permitted under this Agreement prior to the date that is 90 days (or such later date as the Administrative Agent may reasonably agree) following the date of such Permitted Acquisition or other Investment;

provided that, with respect to the foregoing Sections 5.17(a) and (b):

(i) Each Blocked Account Agreement will require, during a Cash Dominion Period and upon receipt by the ABL Administrative Borrower of written notice thereof by the Administrative Agent, wire transfer at the end of each Business Day of all available cash balances and cash receipts of each Blocked Account, net of any minimum balance, if any, required by the bank at which such Blocked Account is maintained to an account established with, and subject to the control of, the Administrative Agent (the “ Dominion Account ”); and

(ii) All collected amounts received in the Dominion Account during a Cash Dominion Period and upon receipt by the ABL Administrative Borrower of written notice thereof by the Administrative Agent shall be distributed and applied on a daily basis to the repayment of all Loans outstanding under this Agreement and to the payment of all other Obligations then due and owing pursuant to the waterfall set forth in Section 2.21(b) ( provided that amounts applied pursuant to subclause (4) and (7) thereof will be applied first to ABR Loans and second to Eurodollar Loans), with any excess, unless an Event of Default shall have occurred and be continuing, to be remitted to the Borrowers;

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provided that the foregoing provisions of this Section 5.17 will not apply to cash or Cash Equivalents constituting Term Priority Collateral; provided , further , that the foregoing will not apply to cash or Cash Equivalents deposited, held or invested in any of the following:

(A) any Excluded Account;

(B) an amount not to exceed $10,000,000 in the aggregate that is on deposit in a segregated DDA that the ABL Administrative Borrower designates in writing to the Administrative Agent as being the “uncontrolled cash account” (the “ Designated Disbursement Account ”), which funds will not be funded from, or when withdrawn from the Designated Disbursement Account, will not be replenished by, funds constituting Collateral (or proceeds of Collateral) so long as such Cash Dominion Period continues; or

(C) de minimis cash or cash equivalents from time to time inadvertently misapplied by any Loan Party or any Restricted Subsidiary.

(iii) The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to reasonably prompt execution and delivery to the Administrative Agent of a Blocked Account Agreement consistent with the provisions of this Section 5.17; provided , that the Loan Parties may close DDAs or open new DDAs that are Excluded Accounts without the consent of the Administrative Agent and without executing or delivering any such Blocked Account Agreement.

(iv) The Dominion Account will at all times be under the sole dominion and control of the Collateral Agent.

(v) So long as no Cash Dominion Period is then in effect or the Administrative Agent is not otherwise exercising its secured creditor remedies, the Loan Parties will have full and complete access to, and may direct the manner of disposition of, funds in the Blocked Accounts.

(vi) Any amounts held or received in the Dominion Account (including all interest and other earnings with respect thereto, if any) at any time (i) after this Agreement has been terminated, the Revolving Credit Commitments have been terminated and the Obligations (other than Obligations in respect of (x) Specified Hedge Agreements and Cash Management Obligations and (y) contingent indemnification and reimbursement obligations for which no claim has been asserted) have been paid in full and all Letters of Credit have expired, terminated or been cash collateralized in a manner consistent with Section 2.8(k) or otherwise backstopped by another letter of credit in a manner reasonably satisfactory to the applicable Issuing Bank (or other arrangements with respect thereto reasonably satisfactory to the applicable Issuing Bank have been made) or (ii) when all Events of Default have been cured and no Cash Dominion Period is then in effect will be remitted to the Loan Parties as the ABL Administrative Borrower may direct.

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5.18 Post-Closing Obligations . Take all necessary actions to satisfy the items described on Schedule 5.18 within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its reasonable discretion).

SECTION 6. NEGATIVE COVENANTS

The ABL Administrative Borrower agrees that, so long as any Commitments remain in effect, any undrawn and unexpired Letter of Credit remains outstanding (unless such Letter of Credit has been cash collateralized in a manner consistent with Section 2.8(k) or is otherwise backstopped by another letter of credit in a manner reasonably satisfactory to the applicable Issuing Bank (or other arrangements with respect thereto reasonably satisfactory to the applicable Issuing Bank have been made)) or any Loan or other amount (excluding Obligations in respect of (x) any Specified Hedge Agreements or Cash Management Obligations and (y) contingent reimbursement and indemnification obligations which are not due and payable) is owing to any Lender, any Agent or any Arranger hereunder, the ABL Administrative Borrower shall not, and shall not permit any of its Restricted Subsidiaries to (and Parent agrees that it shall not, for purposes of Section 6.16 only):

6.1 Financial Condition Covenant . Upon the occurrence of a Covenant Trigger Date and until the occurrence of a Minimum Availability Compliance Date, permit the Fixed Charge Coverage Ratio to be less than 1.0 to 1.0 (i) for the Test Period most recently ended at the time of occurrence of such Covenant Trigger Date, and (ii) for each Test Period ending on the last day of each subsequent fiscal quarter ending thereafter (tested as of the end of such Test Period) and prior to the next subsequent Minimum Availability Compliance Date.

6.2 Limitation on Indebtedness . Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness pursuant to any Loan Document;

(b) Indebtedness of (i) the ABL Administrative Borrower to Parent, (ii) ABL Administrative Borrower to any Restricted Subsidiary, (iii) any Subsidiary Guarantor to Parent, the ABL Administrative Borrower or any other Restricted Subsidiary (provided that any such Indebtedness for borrowed money under clause (ii) or (iii) that is owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be evidenced by the Subordinated Intercompany Note and subordinated to the Obligations on the terms set forth therein), and (iv) any Restricted Subsidiary that is not a Subsidiary Guarantor to (x) any Loan Party (provided that the Investment by such Loan Party in such Restricted Subsidiary is permitted by Section 6.8) or (y) any other Restricted Subsidiary that is not a Loan Party;

(c) Indebtedness (including, without limitation, Capital Lease Obligations and Indebtedness secured by Purchase Money Security Interests) secured by Liens permitted by Section 6.3(g) in an aggregate principal amount not to exceed the greater of (i) $25,000,000 and (ii) 9.25% of Consolidated EBITDA (determined on a Pro Forma Basis as of the last day of the most recently ended Test Period) at any one time outstanding;

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(d) Indebtedness outstanding on the Closing Date and listed on Schedule 6.2(d) and intercompany Indebtedness outstanding on the Closing Date;

(e) Guarantee Obligations (i) made in the ordinary course of business by the ABL Administrative Borrower or any of its Restricted Subsidiaries of obligations of the ABL Administrative Borrower or any Restricted Subsidiary and (ii) of the ABL Administrative Borrower or any Restricted Subsidiary in respect of (x) Indebtedness otherwise permitted to be incurred by the ABL Administrative Borrower or such Restricted Subsidiary, as the case may be, under this Section 6.2 or by Parent under Section 6.16 and (y) the Convertible Senior Notes; provided that if the Indebtedness being guaranteed is subordinated to the Obligations such guarantee shall be subordinated to the guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness;

(f) [Reserved];

(g) Indebtedness of the ABL Administrative Borrower or any Restricted Subsidiary that is assumed in connection with any acquisition of property, or of any Person that becomes a Restricted Subsidiary acquired pursuant to any Permitted Acquisition or other Investment permitted under Section 6.8; provided that such Indebtedness was not incurred (x) to provide all or a portion of the funds utilized to consummate the transaction or series of related transactions constituting such acquisition or property or Permitted Acquisition or Investment or (y) otherwise in connection with, or in contemplation of, such acquisition or property or Permitted Acquisition or Investment;

(h) Indebtedness of Excluded Subsidiaries; provided that the aggregate principal amount of such Indebtedness shall not exceed $5,000,000 at any one time outstanding;

(i) unsecured Indebtedness of the ABL Administrative Borrower and the Restricted Subsidiaries; provided that:

(i) at the time of the incurrence of such Indebtedness and immediately after giving effect thereto, no Event of Default shall exist or be continuing;

(ii) the documentation governing such Indebtedness contains terms that in the aggregate are not materially more restrictive on the ABL Administrative Borrower and its Restricted Subsidiaries than those set forth in the Term Loan Documents (other than (x) interest rate, fees, funding discounts, liquidation preferences, premiums, no call periods, subordination terms and optional prepayment or redemption provisions, (y) terms applicable only after the then “Latest Maturity Date” (as defined in the Term Loan Credit Agreement) of the Term Loans (as determined on the date of incurrence of such Indebtedness) and (z) terms that are added to the Term Loan Credit Agreement for the benefit of the Term Loan Lenders);

(iii) immediately after giving effect to the incurrence of such Indebtedness (and all other Pro Forma Transactions related thereto), the Consolidated Net

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Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period, shall not exceed 4.50 to 1.00;

(iv) the ABL Administrative Borrower shall have delivered to the Administrative Agent a certificate from a Responsible Officer of the ABL Administrative Borrower demonstrating compliance with the ratio set forth in clause (ii) in reasonable detail;

(v) no more than the greater of (x) $10,000,000 and (y) 3.75% of Consolidated EBITDA (determined on a Pro Forma Basis as of the last day of the most recently ended Test Period) in principal amount of Indebtedness of Restricted Subsidiaries which are not Loan Parties incurred pursuant to this Section 6.2(i) may be outstanding at any time;

(vi) other than as set forth in clause (v) above, there shall be no borrower or guarantor in respect of such Indebtedness that is not a Borrower or a Guarantor, respectively;

(vii) such Indebtedness (other than any such Indebtedness consisting of a customary bridge facility, so long as the long-term Indebtedness into which such bridge facility is to be converted or exchanged complies with this clause 6.2(i)(vii))) does not have any scheduled payment of principal (including pursuant to a sinking fund obligation) or mandatory redemption or redemption at the option of the holders thereof or similar prepayment prior to the date that is 91 days after the then “Latest Maturity Date” (as defined in the Term Loan Credit Agreement) of any Term Loans (as determined on the date of incurrence of such Indebtedness), except in the case of any such mandatory redemptions or prepayments to the extent that such redemptions or prepayments are (w) upon the incurrence of Indebtedness that is not permitted thereunder, (x) upon the occurrence of an asset sale or other Disposition or casualty event (subject to customary reinvestment rights and (unless paid using Declined Proceeds) to rights in respect of the application of the Net Cash Proceeds thereof to the prior repayment of, or offer to repay, the Tranche B-2 Term Loans), (y) upon the occurrence of a change of control event or (z) customary acceleration rights following an event of default); and

(viii) the Weighted Average Life to Maturity of such Indebtedness is not less than 91 days longer than the Weighted Average Life to Maturity of the latest maturing then outstanding Term Loans (as determined on the date of incurrence of such Indebtedness);

(j) to the extent constituting Indebtedness, Cash Management Obligations and other Indebtedness in respect of Cash Management Services in the ordinary course of business and Indebtedness arising from the endorsement of instruments or other payment items for deposit and the honoring by a bank or other financial institution of instruments or other payments items drawn against insufficient funds;

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(k) to the extent constituting Indebtedness, indemnification, deferred purchase price adjustments, earn-outs or similar obligations, in each case, incurred or assumed in connection with the acquisition of any business or assets or any Investment permitted to be acquired or made hereunder or any Disposition permitted hereunder;

(l) Indebtedness of a Foreign Subsidiary which would be permitted as an Investment pursuant to Sections 6.8(l), 6.8(m), 6.8(n), 6.8(w) or 6.8(z);

(m) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $25,000,000 at any time outstanding;

(n) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(o) Indebtedness in respect of Hedge Agreements entered into in the ordinary course of business, and not for speculative purposes, to protect against exposure to interest rates, commodity prices or foreign exchange rates;

(p) Permitted FILO Credit Agreement Refinancing Indebtedness and Guarantee Obligations by the Guarantors in respect thereof;

(q) additional Indebtedness of the ABL Administrative Borrower or any of its Restricted Subsidiaries in an aggregate principal amount (for the ABL Administrative Borrower and all Restricted Subsidiaries) not to exceed $25,000,000 at any one time outstanding;

(r) Permitted Term Loan Refinancing Indebtedness and Guarantee Obligations by the Guarantors in respect thereof;

(s) Indebtedness representing deferred compensation or similar obligations to employees of the ABL Administrative Borrower and its Subsidiaries incurred in the ordinary course of business;

(t) Indebtedness consisting of obligations of the ABL Administrative Borrower and the Restricted Subsidiaries under deferred compensation or other similar arrangements with employees incurred by such Person in connection with Permitted Acquisitions or any other Investments permitted hereunder constituting acquisitions of Persons or businesses or divisions;

(u) Indebtedness incurred by the ABL Administrative Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letter of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 90

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days (or such longer period as may be agreed upon by the Administrative Agent) unless the amount or validity of such obligations are being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the ABL Administrative Borrower or its Restricted Subsidiaries, as the case may be;

(v) Indebtedness in respect of performance, bid, release, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the ABL Administrative Borrower or any of the Restricted Subsidiaries, in each case in the ordinary course of business;

(w) Indebtedness in respect of letters of credit issued for the account of the ABL Administrative Borrower or any of the Restricted Subsidiaries to finance the purchase of inventory so long as (x) such Indebtedness is unsecured and (y) the aggregate principal amount of such Indebtedness does not exceed $10,000,000 at any one time outstanding;

(x) Indebtedness incurred in the ordinary course of business with respect to customer deposits and other unsecured current liabilities not the result of borrowing and not evidenced by any note or other evidence of Indebtedness;

(y) Refinancing Indebtedness in respect of Indebtedness permitted by Section 6.2 (c), (d), (g), (i), (r), (aa), (bb), (dd) and (ff);

(z) [Reserved];

(aa) (i) Indebtedness incurred under the Term Loan Credit Agreement in an aggregate principal amount not to exceed $1,131,197,355.59, plus (ii) any Indebtedness incurred pursuant to Section 2.24 thereof (as in effect on the Closing Date);

(bb) Incremental Equivalent Debt and Guarantee Obligations by any Guarantor in respect thereof;

(cc) [Reserved];

(dd) Indebtedness in an aggregate principal amount not to exceed $190,000,000 (plus customary fees and expenses in connection therewith, plus upfront fees and original issue discount and any accrued and unpaid interest on the Convertible Senior Notes) that is (x) unsecured or (y) secured by Liens on the Collateral that rank junior in priority to the Liens securing both the Obligations and the Term Loan Obligations on both the Term Priority Collateral and the ABL Priority Collateral; provided that (i) the Net Cash Proceeds thereof are applied substantially concurrently to repay, prepay, redeem, repurchase, otherwise acquire or Effectively Discharge the Convertible Senior Notes or to pay interest or other amounts thereon (or applied as a Restricted Payment to Holdings (or to Parent in order to make a Restricted Payment to Holdings) for such purpose), (ii) such Indebtedness does not mature prior to August 15, 2020 and the Weighted Average Life to Maturity of such Indebtedness is not less than 91 days longer than the Weighted Average Life to Maturity of the then outstanding FILO Term Loans (as determined on the date of incurrence of such Indebtedness (and assuming for such

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purpose (unless such Indebtedness has a stated maturity date later than April 1, 2023) that the FILO Term Loan Maturity Date is the FILO Springing Maturity Date, as adjusted to give effect to application of the Net Cash Proceeds of such Indebtedness pursuant to clause (i) above)) and (iii) if secured, such Indebtedness shall be subject to the Junior Lien Intercreditor Agreement ;

(ee) unsecured Indebtedness of the ABL Administrative Borrower to Holdings in an amount not exceeding $164,300,000;

(ff) Indebtedness of the ABL Administrative Borrower and the Subsidiary Guarantors that is secured by Liens on any or all of the Collateral on a junior basis to the Term Loan Obligations; provided that:

(i) at the time of the incurrence of such Indebtedness and immediately after giving effect thereto, no Event of Default shall exist or be continuing;

(iii) immediately after giving effect to the incurrence of such Indebtedness (and all other Pro Forma Transactions related thereto), the Consolidated Net Senior Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period, shall not exceed 4.00 to 1.00;

(v) such Indebtedness (other than any such Indebtedness consisting of a customary bridge facility, so long as the long-term Indebtedness into which such bridge facility is to be converted or exchanged complies with this clause (v)) does not have any scheduled payment of principal (including pursuant to a sinking fund obligation) or mandatory redemption or redemption at the option of the holders thereof or similar prepayment prior to the date that is 91 days after the then “Latest Maturity Date” (as defined in the Term Loan Credit Agreement) of any Term Loans (as determined on the date of incurrence of such Indebtedness), except in the case of any such mandatory redemptions or prepayments to the extent that such redemptions or prepayments are (v) customary excess cash flow payments (on terms that are in the aggregate no less favorable to the ABL Administrative Borrower than those under the Term Loan Credit

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Agreement and (unless paid using Declined Proceeds) subject to rights in respect of the application of “Excess Cash Flow” (as defined in the Term Loan Credit Agreement) to the prior repayment of, of offer to repay, the Tranche B-2 Term Loans), (w) upon the incurrence of Indebtedness that is not permitted thereunder, (x) upon the occurrence of an asset sale or other Disposition or casualty event (subject to customary reinvestment rights and (unless paid using Declined Proceeds) to rights in respect of the application of the Net Cash Proceeds thereof to the prior repayment of, of offer to repay, the Tranche B-2 Term Loans), (y) upon the occurrence of a change of control event or (z) customary acceleration rights following an event of default;

(vi) the Weighted Average Life to Maturity of such Indebtedness is not less than 91 days longer than the Weighted Average Life to Maturity of the latest maturing then outstanding Term Loans (as determined on the date of incurrence of such Indebtedness);

(vii) such Indebtedness shall be subject to a Junior Lien Intercreditor Agreement;

(viii) such Indebtedness shall be secured only by assets that constitute Collateral; and

(ix) there shall be no borrower or guarantor in respect of such Indebtedness that is not a Borrower or a Guarantor; and

(gg) to the extent constituting Indebtedness, all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in Section 6.2 (a) through (ff) above.

For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus any undrawn commitments with respect thereto and the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing.

To the extent otherwise constituting Indebtedness, the accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness

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shall be deemed not to be Indebtedness for purposes of this Section 6.2. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the ABL Administrative Borrower dated such date prepared in accordance with GAAP.

6.3 Limitation on Liens . Create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except for:

(a) Liens for Taxes, assessments or governmental charges or levies not overdue for a period of more than 60 days or that are being contested in good faith by appropriate proceedings ( provided that adequate reserves with respect to such proceedings are maintained on the books of the ABL Administrative Borrower or its Restricted Subsidiaries, as the case may be, in conformity with GAAP);

(b) (i) carriers’, warehousemen’s, landlord’s, mechanics’, contractor’s, materialmen’s, repairmen’s or other like Liens imposed by law or arising in the ordinary course of business which secure amounts that are not overdue for a period of more than 60 days or if more than 60 days overdue, are unfiled and no action has been taken to enforce such Lien, or that are being contested in good faith by appropriate proceedings ( provided that adequate reserves with respect to such proceedings are maintained in the books of the ABL Administrative Borrower or the applicable Restricted Subsidiary, as the case may be, in conformity with GAAP), (ii) Liens of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods and (iii) Liens on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or such other goods in the ordinary course of business;

(c) (i) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Parent, the ABL Administrative Borrower or any Restricted Subsidiaries;

(d) deposits by or on behalf of the ABL Administrative Borrower or any of its Restricted Subsidiaries to secure the performance of bids, trade contracts and governmental contracts (other than Indebtedness for borrowed money), leases, statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

(e) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances and title defects that, in the aggregate, do not materially detract from the value of the Property subject thereto or materially

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interfere with the ordinary conduct of the business of the ABL Administrative Borrower and its Restricted Subsidiaries taken as a whole;

(f) Liens in existence on the Closing Date (or, for title insurance policies issued in accordance with Section 5.10 hereof, on the date of such policies) and either (i) listed on Schedule 6.3(f), for Liens in existence on the Closing Date, or (ii) disclosed on any title insurance policies obtained on Mortgaged Properties in connection with Mortgages executed and delivered after the Closing Date; and Replacement Liens in respect thereof;

(g) Liens securing Indebtedness of the ABL Administrative Borrower or any of its Restricted Subsidiaries incurred pursuant to Section 6.2(c) (and related obligations) to finance the acquisition, construction, installation, repair, replacement or improvement of fixed or capital assets or the refinancing thereof, provided that (i) such Liens shall be created within 270 days of the acquisition or replacement or completion of such construction, installation, repair or improvement or refinancing of such fixed or capital assets, (ii) such Liens do not at any time encumber any Property other than the Property acquired, constructed, installed, repaired, improved or financed by such Indebtedness when such Indebtedness was originally incurred, and the proceeds and products of such Property, and (iii) the principal amount of Indebtedness initially secured thereby is not more than 100% of the purchase price or cost of construction, installation, repair or improvement of such fixed or capital asset; provided that, in each case, individual financings of equipment provided by one lender or lessor may be cross collateralized to other outstanding financings of equipment provided by such lender or lessor; and Replacement Liens in respect thereof;

(h) Liens created pursuant to the Loan Documents;

(i) any interest or title of a lessor or sublessor under any lease or sublease or real property license or sub-license entered into by the ABL Administrative Borrower or any Restricted Subsidiary in the ordinary course of its business and covering only the assets so leased, subleased, licensed or sub-licensed and any Liens on such lessor’s, sublessor’s, licensee’s or sub-licensee’s interest or title;

(j) Liens in connection with attachments or judgments or orders in circumstances not constituting an Event of Default under Section 7.1(h);

(k) Liens existing on property at the time of its acquisition or existing on the property of a Person which becomes a Restricted Subsidiary of the ABL Administrative Borrower after the Closing Date; provided that (i) such Liens existed at the time such property was acquired or such Person became a Restricted Subsidiary of the ABL Administrative Borrower, (ii) such Liens were not granted in connection with or in contemplation of the applicable acquisition, Permitted Acquisition or Investment, (iii) any Indebtedness secured thereby is permitted by Section 6.2(g) and (iv) such Liens are not expanded to cover additional Property (other than proceeds and products thereof) and Replacement Liens in respect thereof;

(l) Liens on the assets of Excluded Subsidiaries which secure only Indebtedness permitted pursuant to Section 6.2 and related obligations of Excluded Subsidiaries;

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(m) Liens consistent with those arising by operation of law consisting of customary and ordinary course rights of setoff upon deposits of cash and Cash Equivalents in favor of banks or other financial or depository institutions in the ordinary course of business;

(n) Liens on insurance policies and the proceeds thereof securing insurance premium financing permitted hereunder;

(o) [Reserved];

(p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the ABL Administrative Borrower or any Restricted Subsidiary in the ordinary course of business;

(q) (i) Liens of a collection bank arising under Section 4-208 or 4-210 of the Uniform Commercial Code on the items in the course of collection, (ii) Liens attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and not for speculative purposes and (iii) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to accounts and cash and Cash Equivalents on deposit in accounts maintained by the ABL Administrative Borrower or any Restricted Subsidiary, in each case under this clause (iii) granted in the ordinary course of business in favor of the banks or other financial or depositary institution with which such accounts are maintained, securing amounts owing to such Person with respect to Cash Management Services (including, without limitation, operating account arrangements and those involving pooled accounts and netting arrangements); provided that, in the case of this clause (iii), unless such Liens arise by operation of applicable law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness for borrowed money;

(r) non-exclusive licenses and sub-licenses of Intellectual Property granted by the ABL Administrative Borrower or any of its Restricted Subsidiaries in the ordinary course of business (and, to the extent in existence on the Closing Date or granted by the ABL Administrative Borrower or any of its Restricted Subsidiaries in the ordinary course of business, exclusive licenses and sub-licenses of Intellectual Property within the confines of a particular jurisdiction or territory outside of the United States and Canada);

(s) UCC or PPSA financing statements or similar public filings that are filed as a precautionary measure in connection with operating leases or consignment of goods in the ordinary course of business;

(t) Liens on property purportedly rented to, or leased by, the ABL Administrative Borrower or any of its Restricted Subsidiaries pursuant to a Sale and Leaseback Transaction; provided , that (i) such Sale and Leaseback Transaction is permitted by Section 6.11, (ii) such Liens do not encumber any other property of the ABL Administrative Borrower or its Restricted Subsidiaries, and (iii) such Liens secure only the Attributable Indebtedness incurred in connection with such Sale and Leaseback Transaction;

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(u) Liens on the assets of Foreign Subsidiaries that secure only Indebtedness permitted pursuant to Section 6.2 and related obligations of Foreign Subsidiaries;

(v) Liens on the Collateral securing obligations in respect of Permitted Pari Passu Secured FILO Refinancing Debt, Permitted FILO Credit Agreement Refinancing Indebtedness, Permitted Junior Secured FILO Refinancing Debt, Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt and any Permitted Refinancing of any of the foregoing, and any Guarantee Obligations by the Guarantors in respect thereof; provided that (x) any such Liens securing any Permitted Pari Passu Secured FILO Refinancing Debt, Permitted FILO Credit Agreement Refinancing Indebtedness, Permitted Junior Secured FILO Refinancing Debt, Permitted Pari Passu Secured Refinancing Debt or Permitted Refinancing thereof (and Guarantee Obligations by the Guarantors in respect thereof) are subject to each applicable Customary Intercreditor Agreement and (y) any such Liens securing any Permitted Junior Secured Refinancing Debt or Permitted Refinancing of any of the foregoing (and Guarantee Obligations by the Guarantors in respect thereof) are subject to a Junior Lien Intercreditor Agreement;

(w) good faith earnest money deposits made in connection with a Permitted Acquisition or any other Investment (other than Investments under Section 6.8(v)) or letter of intent or purchase agreement permitted hereunder;

(x) Liens not otherwise permitted by this Section 6.3 so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed (as to the ABL Administrative Borrower and all Restricted Subsidiaries) $25,000,000 at any one time outstanding;

(y) Liens securing Refinancing Indebtedness permitted by Section 6.2(y) (and related obligations) if such Liens are permitted to secure such Indebtedness in accordance with the definition of “Refinancing Indebtedness”;

(z) Liens in favor of the ABL Administrative Borrower or a Restricted Subsidiary securing intercompany Indebtedness permitted hereunder;

(aa) Liens (i) on cash advances in favor of the seller of any property to be acquired in a Permitted Acquisition or an Investment permitted pursuant to Section 6.8 to be applied against the purchase price for such Investment or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 6.5, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(bb) Liens deemed to exist in connection with Investments in repurchase agreements under Section 6.8; provided such Liens do not extend to any assets other than those assets that are the subject of such repurchase agreement;

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(cc) Liens that are customary contractual rights of setoff relating to purchase orders and other agreements entered into with customers of the ABL Administrative Borrower or any of the Restricted Subsidiaries in the ordinary course of business;

(dd) ground leases in respect of real property on which facilities owned or leased by the ABL Administrative Borrower or any of its Restricted Subsidiaries are located;

(ee) Liens or rights of setoff against credit balances of the ABL Administrative Borrower or any of its Subsidiaries with credit card issuers or credit card processors or amounts owing by such credit card issuers or credit card processors to the ABL Administrative Borrower or any of its Subsidiaries in the ordinary course of business, to secure the obligations of the ABL Administrative Borrower or any of its Subsidiaries to such credit card issuers and credit card processors as a result of fees and chargebacks;

(ff) Liens on the Collateral securing Indebtedness incurred under the Term Loan Credit Agreement, any Permitted Term Loan Refinancing Indebtedness and Guarantee Obligations by the Guarantors in respect thereof; provided that any such Liens are subject to the ABL Intercreditor Agreement;

(gg) Liens with respect to Capital Stock in joint ventures that arise pursuant to the applicable underlying joint venture agreement;

(hh) Liens on the Collateral securing obligations in respect of Incremental Equivalent Debt and any Permitted Refinancing thereof and any Guarantee Obligations by the Guarantors in respect thereof to the extent permitted by this Agreement; provided that (x) any such Liens securing any Incremental Equivalent Debt or Permitted Refinancing thereof that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Term Loan Obligations (and Guarantee Obligations by the Guarantors in respect thereof) are subject to each applicable Customary Intercreditor Agreement and (y) any such Liens securing any Incremental Equivalent Debt or Permitted Refinancing thereof that is secured on a junior basis to the Term Loan Obligations (and Guarantee Obligations by the Guarantors in respect thereof) are subject to the Junior Lien Intercreditor Agreement; and

(ii) Liens securing Indebtedness permitted to be incurred pursuant to Section 6.2(dd) or (ff) or any Permitted Refinancing thereof (and Guarantee Obligations by the Guarantors in respect thereof); provided that any such Liens are subject to the Junior Lien Intercreditor Agreement;

provided that, notwithstanding anything to the contrary contained herein, no Liens on ABL Priority Collateral that are senior to or pari passu with the Liens securing the Obligations shall be permitted under this Section 6.3 (other than any Lien permitted under Section 6.3(a), 6.3(b), 6.3(c), 6.3(d), 6.3(i), 6.3(j), 6.3(k) 6.3(m), 6.3(n), 6.3(p), 6.3(q), 6.3(v) (in the case of such Section 6.3(v), solely with respect to the liens expressly contemplated thereby to be pari passu with the Liens securing the Obligations), 6.3(w), 6.3(aa)(i), 6.3(bb), 6.3(cc) or 6.3(ee)).

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6.4 Limitation on Fundamental Changes . Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself, or Dispose of all or substantially all of its Property or business, except that:

(a) any Subsidiary of the ABL Administrative Borrower may be merged or consolidated with or into the ABL Administrative Borrower ( provided that the ABL Administrative Borrower shall be the continuing or surviving entity) and any Subsidiary of the ABL Administrative Borrower may be merged, consolidated or amalgamated with or into any Restricted Subsidiary ( provided that if a Borrower or a Subsidiary Guarantor is a party thereto (i) a Borrower or a Subsidiary Guarantor shall be the continuing, surviving or resulting entity or (ii) simultaneously with such transaction, the continuing, surviving or resulting entity shall become a Subsidiary Guarantor or a Borrower and the ABL Administrative Borrower shall comply with Section 5.10 in connection therewith);

(b) any Restricted Subsidiary of the ABL Administrative Borrower may Dispose of all or substantially all of its Property or business (i) (upon liquidation, windup, dissolution or otherwise) to (x) if such Restricted Subsidiary is a Loan Party, the ABL Administrative Borrower or any other Loan Party and (y) if such Restricted Subsidiary is not a Loan Party, the ABL Administrative Borrower or any Restricted Subsidiary or (ii) pursuant to a Disposition permitted by Section 6.5;

(c) any Foreign Subsidiary may (i) be merged or consolidated or amalgamated with or into any other Foreign Subsidiary, or (ii) Dispose of any or all of its assets to (upon voluntary liquidation, windup, dissolution or otherwise) any other Foreign Subsidiary;

(d) any merger, amalgamation or consolidation the sole purpose of which is to reincorporate or reorganize a Loan Party or Restricted Subsidiary in another jurisdiction; provided that (x) in the case of any such merger, amalgamation or consolidation involving a Loan Party, a Loan Party is the surviving, continuing or resulting Person (or simultaneously with such transaction, the continuing, surviving or resulting entity shall become a Subsidiary Guarantor or a Borrower) and the ABL Administrative Borrower shall comply with Section 5.10 in connection therewith and (y) in the case of any such merger or consolidation involving a Loan Party or Restricted Subsidiary that is domiciled within the United States (or in the case of the Canadian Guarantor, Canada), the continuing, surviving or resulting entity shall be domiciled within the United States (or in the case of the Canadian Guarantor, Canada);

(e) any Domestic Subsidiary which is not a Guarantor may (i) be merged or consolidated with or into any other Domestic Subsidiary which is not a Guarantor or (ii) Dispose of any or all of its assets to (upon voluntary liquidation, windup, dissolution or otherwise) any other Domestic Subsidiary which is not a Guarantor;

(f) any Investment permitted by Section 6.8 may be structured as a merger, consolidation or amalgamation; provided that in the case of any such merger, consolidation or amalgamation of a Loan Party, the surviving, continuing or resulting legal entity of such merger, consolidation or amalgamation is a Loan Party (or simultaneously with such transaction, the

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continuing, surviving or resulting entity shall become a Subsidiary Guarantor or a Borrower) and the ABL Administrative Borrower shall comply with Section 5.10 in connection therewith;

(g) (i) any Restricted Subsidiary of the ABL Administrative Borrower (other than an Excluded Subsidiary) may dissolve, liquidate or wind up its affairs at any time if the ABL Administrative Borrower determines in good faith that such dissolution, liquidation or winding up is not materially disadvantageous to the Lenders, and (ii) any Excluded Subsidiary of the ABL Administrative Borrower may dissolve, liquidate or wind up its affairs at any time if such dissolution, liquidation or winding up would not reasonably be expected to have a Material Adverse Effect; and

(h) the ABL Administrative Borrower and each Restricted Subsidiary may enter into a Permitted Reorganization.

6.5 Limitation on Disposition of Property . Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary of the ABL Administrative Borrower, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:

(a) the Disposition of obsolete or worn out property in the ordinary course of business;

(b) the sale of inventory and equipment held for sale in the ordinary course of business;

(c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii)), including in connection with any Permitted Reorganization;

(d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the ABL Administrative Borrower or any other Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Excluded Subsidiary; provided that any Guarantor’s ownership interest therein is not diluted; (ii) the sale or issuance of any Capital Stock of any Foreign Subsidiary other than as permitted pursuant to the preceding clause (i) ( provided that any Net Cash Proceeds thereof are (x) held as cash on the balance sheet or applied to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the business of the ABL Administrative Borrower and its Restricted Subsidiaries or (y) to the extent not held or applied pursuant to the foregoing clause (x), applied to prepay Term Loans pursuant to Section 2.15(b) or 2.15(c) of the Term Loan Credit Agreement (as in effect on the Closing Date) or, to the extent required thereby, pursuant to Section 2.14(e) or 2.15(f) hereof; and (iii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary;

(e) the sale of assets in connection with the closure of stores and the Disposition of franchises and stores (and related assets) in the ordinary course of business;

(f) the Disposition of cash or Cash Equivalents;

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(g) the non-exclusive license or sub-license of Intellectual Property in the ordinary course of business (and, to the extent in existence on the Closing Date or granted in the ordinary course of business, exclusive licenses and sub-licenses of Intellectual Property within the confines of a particular jurisdiction or territory outside of the United States and Canada) and (ii) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial Intellectual Property;

(h) the lease, sublease, license or sublicense of property which is described in Section 6.3(i);

(i) the Disposition of surplus or other property no longer used or useful in the business of the ABL Administrative Borrower and its Restricted Subsidiaries in the ordinary course of business;

(j) the Disposition of other assets having a fair market value not to exceed $50,000,000 in the aggregate in any fiscal year; provided that to the extent all or a portion of such Disposition is composed of Eligible Accounts Receivable, Eligible Inventory, Eligible Gift Card Receivables, Eligible Credit Card Receivables, Borrowing Base Cash or Acquired Asset Borrowing Base Cash in an aggregate amount exceeding $10,000,000, then as a condition precedent to such Disposition, the ABL Administrative Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate reflecting such Disposition (recalculating the Borrowing Bases and Availability after giving effect to such Disposition);

(k) the Disposition of assets subject to or in connection with any Recovery Event;

(l) Dispositions consisting of Restricted Payments permitted by Section 6.6;

(m) Dispositions consisting of Investments permitted by Section 6.8;

(n) Dispositions consisting of Liens permitted by Section 6.3;

(o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted pursuant to Section 6.11;

(p) Dispositions of property to the ABL Administrative Borrower or a Restricted Subsidiary; provided that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party or (ii) such Investment must be a permitted Investment in a Restricted Subsidiary that is not a Loan Party in accordance with Section 6.8;

(q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business (and not for financing purposes); provided that to the extent all or a portion of such Disposition is composed of Eligible Accounts

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Receivable, Eligible Gift Card Receivables or Eligible Credit Card Receivables in an aggregate amount exceeding $10,000,000, then as a condition precedent to such Disposition, the ABL Administrative Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate reflecting such Disposition (recalculating the Borrowing Bases and Availability after giving effect to such Disposition);

(s) the unwinding of any Hedge Agreement;

(t) the sale or issuance of the Specified China Subsidiary’s Capital Stock to a joint venture partner; and

(u) any other Disposition so long as:

(i) at least 75% of the consideration therefor is in the form of cash and Cash Equivalents; and

(ii) such Disposition is made for fair market value (as reasonably determined by the ABL Administrative Borrower in good faith);

provided that each of the following items will be deemed to be cash for purposes of this Section 6.5(u):

(i) any liabilities of the ABL Administrative Borrower or the Restricted Subsidiaries (as shown on the most recent financial statements delivered or required to be delivered hereunder or in the notes thereto), other than liabilities that are by their terms subordinated in right of payment to the Obligations, that are (A) assumed by the transferee with respect to the applicable Disposition and for which the ABL Administrative Borrower and the Restricted Subsidiaries have been validly released by all applicable creditors in writing or (B) otherwise cancelled; and

(ii) any securities received by the ABL Administrative Borrower or any Restricted Subsidiary from such transferee that are converted by the ABL Administrative Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition;

provided that to the extent all or a portion of such Disposition pursuant to this clause (u) is composed of Eligible Accounts Receivable, Eligible Inventory, Eligible Gift Card Receivables, Eligible Credit Card Receivables, Borrowing Base Cash or Acquired Asset Borrowing Base Cash in an aggregate amount exceeding $10,000,000, then as a condition precedent to such Disposition, the ABL Administrative Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate reflecting such Disposition (recalculating the Borrowing Bases and Availability after giving effect to such Disposition).

6.6 Limitation on Restricted Payments . Declare or pay any dividend on (other than dividends payable solely in Qualified Capital Stock of the Person making the dividend so

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long as the ownership interest of any Guarantor in such Person is not diluted), or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of the ABL Administrative Borrower or any of its Restricted Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect thereof, whether in cash or property (collectively, “Restricted Payments”), except that:

(a) any Restricted Subsidiary may make Restricted Payments to any Borrower or any Subsidiary Guarantor, and any Excluded Subsidiary may make Restricted Payments to any other Excluded Subsidiary;

(b) the ABL Administrative Borrower may pay dividends to permit Parent or any direct or indirect holding company of Parent to, (i) purchase Capital Stock of Parent (or any direct or indirect holding company of Parent) from future, present or former officers, directors, managers, employees or consultants (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of Parent (or any direct or indirect holding company of Parent), the ABL Administrative Borrower or any of its Subsidiaries upon the death, disability, retirement or termination of employment of such officer, director, manager, employee or consultant or otherwise pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with or for the benefit of any such officer, director, manager, employee or consultant and (ii) pay dividends the proceeds of which will be used to purchase Capital Stock of Parent (or any direct or indirect holding company of Parent) in consideration of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing); provided , that the aggregate amount of Restricted Payments made under this paragraph subsequent to the Closing Date (net of any proceeds received by Parent and contributed to the ABL Administrative Borrower subsequent to the Closing Date in connection with resales of any Capital Stock so purchased) shall not exceed $5,000,000 in any fiscal year (and unused amounts not used in any fiscal year may be carried forward to the next succeeding fiscal year) and $20,000,000 in the aggregate (provided that such amounts shall be increased by an amount equal to the cash proceeds of key man life insurance policies received by Parent, the ABL Administrative Borrower and its Restricted Subsidiaries after the Closing Date);

(c) the ABL Administrative Borrower may pay dividends to permit Parent or any direct or indirect parent company of Parent to (i) pay operating costs and expenses and other corporate overhead costs and expenses (including, without limitation, (A) directors’ fees and expenses and administrative, legal, accounting, filings and similar expenses and (B) salary, bonus and other benefits payable to officers and employees of Parent or any direct or indirect parent company of Parent), in each case to the extent such costs, expenses, fees, salaries, bonuses and benefits are attributable to the ownership or operations of Parent, the ABL Administrative Borrower and the Restricted Subsidiaries, are reasonable and incurred in the ordinary course of business, (ii)(A) pay any taxes which are due and payable by the Parent or any direct or indirect parent company of the Parent as the parent of a consolidated, combined, unitary or other similar

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group that includes the ABL Administrative Borrower and its Restricted Subsidiaries or, in the case of such direct or indirect parent company, the Parent, the ABL Administrative Borrower and its Restricted Subsidiaries; provided that the amount payable under this clause (ii)(A) shall not exceed the aggregate amount of taxes (including any penalties and interest) that the ABL Administrative Borrower and its Restricted Subsidiaries would owe if the ABL Administrative Borrower and its Restricted Subsidiaries were filing separate tax returns (or if Parent were filing a separate consolidated or combined return with ABL Administrative Borrower and its Restricted Subsidiaries that are members of the consolidated or combined group) taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of the ABL Administrative Borrower and such Restricted Subsidiaries from other taxable years (such aggregate amount the “ Maximum Tax Distribution Amount ”) and (B) with respect to any taxable year ending after the Closing Date (a “ Specified Taxable Year ”) for which Parent or any direct or indirect parent company of Parent files a tax return as the parent of a consolidated, combined, unitary or other similar group that includes the ABL Administrative Borrower and its Restricted Subsidiaries, if the amount permitted to be paid under clause (ii)(A) with respect to such Specified Taxable Year is less than the Maximum Tax Distribution Amount for such Specified Taxable Year, pay, in the following taxable year, a dividend to such direct or indirect parent company of Parent equal to the excess of the Maximum Tax Distribution Amount with respect to such Specified Taxable Year over the amount permitted to be paid under clause (ii)(A) with respect to such Specified Taxable Year; provided that if there is any subsequent adjustment to any taxes (including any penalties and interest), tax attribute, or tax return of the Parent, the ABL Administrative Borrower or its Subsidiaries or any direct or indirect parent company of Parent, the amount permitted to be paid under this clause (ii) with respect to a taxable year shall be redetermined in light of such adjustment and, (x) to the extent such redetermined amount exceeds the amount previously paid under this clause (ii) with respect to such taxable year, an additional amount equal to such excess shall be permitted to be paid in the year the adjustment is made and (y) to the extent such redetermined amount is less than the amount previously paid under this clause (ii), the aggregate amount of the future payments permitted by this clause (ii) shall be reduced by the amount of such shortfall (it being expressly understood and agreed that any amounts paid pursuant to this clause (ii) prior to such adjustment shall be permitted regardless of such adjustment), (iii) pay taxes which are not determined by reference to income, but which are imposed on Parent or any direct or indirect parent company of Parent as a result of Parent’s or such parent company’s ownership of the equity of Parent or the ABL Administrative Borrower or any direct or indirect parent company of Parent, as the case may be, but only if and to the extent that Parent or such parent company has not received cash or other property in connection with the events or transactions giving rise to such taxes, (iv) to the extent of amounts paid by Unrestricted Subsidiaries to the ABL Administrative Borrower or any Restricted Subsidiary, as shall be necessary to pay the tax liabilities of Unrestricted Subsidiaries or tax liabilities of Parent or any direct or indirect parent company of Parent attributable to Unrestricted Subsidiaries, (v) pay franchise taxes and other fees, taxes and expenses required to maintain its corporate existence, (vi) finance any Investment permitted to be made hereunder (so long as (A) such dividends are made substantially concurrently with the closing of such Investment and (B) immediately following the closing thereof (1) all property acquired (whether assets or Capital Stock) shall be contributed to the ABL Administrative Borrower or a Restricted Subsidiary or (2) the Person formed or acquired shall be merged into the ABL Administrative Borrower or a

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Restricted Subsidiary in order to consummate such Investment (and subject to the provisions of Sections 5.10 and 6.4)), (vii) pay costs, fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement (other than any such offering intended to benefit Subsidiaries of any such parent company other than the ABL Administrative Borrower and its Subsidiaries) and (viii) make payments permitted under Section 6.10 (but only to the extent such payments have not been and are not expected to be made directly by the ABL Administrative Borrower or a Restricted Subsidiary); provided that dividends paid pursuant to this Section 6.6(c) (other than dividends paid pursuant to clause (ii), (iii), or (iv) above) are used by Parent or any direct or indirect parent holding company of Parent for such purpose within 60 days of the receipt of such dividends or are refunded to the ABL Administrative Borrower;

(d) the ABL Administrative Borrower may pay cash dividends to Parent to permit Parent to pay cash dividends to the holders of Parent’s Capital Stock (or make other Restricted Payments with the proceeds of such dividends) for application to the repayment, prepayment, redemption, repurchase, other acquisition or Effective Discharge of, or to the payment of principal, interest or other amounts due with respect to, the Convertible Senior Notes or any Permitted Refinancing thereof (and for no other purpose) in an amount not to exceed (i) $25,000,000 plus (ii) additional amounts so long as immediately after giving effect thereto, the Payment Condition is satisfied;

(e) any non-Wholly Owned Subsidiary of the ABL Administrative Borrower may declare and pay cash dividends to its equity holders generally so long as the ABL Administrative Borrower or its respective Restricted Subsidiary which owns the equity interests in the Restricted Subsidiary paying such dividends receives at least its proportionate share thereof (based upon the relative holding of the equity interests in the Restricted Subsidiary paying such dividends);

(f) any non-Loan Party Wholly Owned Subsidiary of the ABL Administrative Borrower may declare and pay cash dividends to any Restricted Subsidiary of the ABL Administrative Borrower which owns the equity interests in such non-Loan Party Restricted Subsidiary;

(g) the ABL Administrative Borrower may pay cash dividends to Parent to permit Parent to pay cash dividends to the holders of Parent’s Capital Stock (or make other Restricted Payments with the proceeds of such dividends) in an unlimited amount so long as immediately after giving effect to such Restricted Payments, the Distribution Condition is satisfied;

(h) [Reserved];

(i) the ABL Administrative Borrower may pay cash dividends to Parent to permit Parent to pay cash dividends to the holders of Parent’s Capital Stock (or make other Restricted Payments with the proceeds of such dividends) made with the proceeds of and not to exceed the amount of, Indebtedness incurred pursuant to Sections 6.2(i), (q), (bb), (dd) and (ff), so long as (i) any Restricted Payment pursuant to this clause (i) is applied substantially concurrently to repay, prepay, redeem, repurchase, otherwise acquire or Effectively Discharge, or

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to pay principal, interest or other amounts due with respect to, the Convertible Senior Notes or any Permitted Refinancing thereof (and for no other purpose) and (ii) in the case of a Restricted Payment made pursuant to this clause (i) with Indebtedness incurred pursuant to Section 6.2(q) or (bb), such Indebtedness is secured on a junior basis to the Obligations or is unsecured;

(j) the ABL Administrative Borrower may pay cash dividends to Parent to permit Parent to pay cash dividends to the holders of Parent’s Capital Stock (or make other Restricted Payments with the proceeds of such dividends) in an amount not to exceed $50,000,000 minus the amount of any repayments or prepayments made pursuant to Section 6.9(a)(v), so long as any Restricted Payment pursuant to this clause (j) is applied substantially concurrently to repay, prepay, redeem, repurchase, otherwise acquire or Effectively Discharge, or to pay principal, interest or other amounts due with respect to, the Convertible Senior Notes or any Permitted Refinancing thereof or to pay interest or other amounts thereon (and for no other purpose);

(k) to the extent constituting Restricted Payments, the ABL Administrative Borrower and the Restricted Subsidiaries may enter into and consummate transactions permitted by Section 6.4 and Section 6.8 (other than Section 6.8(t));

(l) repurchases of Capital Stock in Parent, the ABL Administrative Borrower or any of the Restricted Subsidiaries deemed to occur upon exercise of stock options or warrants or similar rights if such Capital Stock represents a portion of the exercise price of such options or warrants or similar rights (as long as the ABL Administrative Borrower and the Restricted Subsidiaries make no payment in connection therewith that is not otherwise permitted hereunder); and

(m) the ABL Administrative Borrower or any of the Restricted Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof or any Investment permitted hereunder;

provided that any Restricted Payments permitted to be paid in cash pursuant to this Section 6.6 (other than Section 6.6(k)) may be made as an Investment (including an Investment in a Person that would be the ultimate recipient of the proceeds of such Restricted Payment) pursuant to Section 6.8(x) (which Investment may be made by the Person who would have been permitted to make such Restricted Payment or by any Restricted Subsidiary of such Person) and the amount of any such Investment (less the aggregate amount of all Returns on such Investment up to the original amount of such Investment) shall reduce the relevant amounts permitted to be made as a Restricted Payment under this Section 6.6 on a dollar for dollar basis.

6.7 [Reserved] .

6.8 Limitation on Investments . Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except:

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(a) extensions of trade credit or the holding of receivables in the ordinary course of business and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

(b) investments in cash and items that were Cash Equivalents at the time such Investment was made;

(c) Investments arising in connection with the incurrence of Indebtedness permitted by Sections 6.2(b) and 6.2(e) and, to the extent constituting intercompany Indebtedness, Section 6.2(d), 6.2(g) and 6.2(q);

(d) loans and advances to employees, officers, directors, managers and consultants of Parent (or any direct or indirect parent company thereof to the extent relating to the business of Parent, the ABL Administrative Borrower and the Restricted Subsidiaries), the ABL Administrative Borrower or any Restricted Subsidiaries of the ABL Administrative Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding;

(e) [Reserved];

(f) Investments in assets useful in the business of the ABL Administrative Borrower and its Restricted Subsidiaries made by the ABL Administrative Borrower or any of its Restricted Subsidiaries with the proceeds of any Reinvestment Deferred Amount; provided that if the underlying Asset Sale or Recovery Event was with respect to a Loan Party, then such Investment shall be consummated by a Loan Party;

(g) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the ABL Administrative Borrower or any of its Restricted Subsidiaries in any Person that, prior to or concurrently with such Investment, is or becomes a Borrower or a Subsidiary Guarantor;

(h) Investments consisting of notes payable by franchisees to any Borrower or any Subsidiary Guarantor in an aggregate principal amount not to exceed $35,000,000 at any one time outstanding;

(i) Investments by the ABL Administrative Borrower and the Restricted Subsidiaries constituting the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person, or Capital Stock in a Person that, upon the consummation thereof, will be, or will become part of a Restricted Subsidiary (including as a result of a merger or consolidation); (each, a “ Permitted Acquisition ”); provided that

(i) (1) subject to Section 1.9, immediately prior to and after giving effect to any such purchase or other acquisition, no Event of Default shall have occurred

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and be continuing, (2) immediately after giving effect to such purchase or other acquisition, the Payment Condition is satisfied, and (3) the ABL Administrative Borrower shall have delivered to the Administrative Agent a certificate from a Responsible Officer of the ABL Administrative Borrower demonstrating compliance with the Payment Condition in reasonable detail;

(ii) all of the applicable provisions of Section 5.10 and the Security Documents have been or will be complied with in respect of such Permitted Acquisition; and

(iii) the aggregate amount of such Investments by Loan Parties in assets that are not (or do not become) owned by a Loan Party or in Capital Stock of Persons that do not become Loan Parties shall not exceed the greater of (A) $25,000,000 and (B) 9.75% of Consolidated EBITDA determined on a Pro Forma Basis as of the last day of the most recently ended Test Period;

(j) Investments received in connection with the bankruptcy or reorganization of, insolvency or liquidation of, or settlement of claims against and delinquent accounts of and disputes with, franchisees, customers and suppliers, or as security for any such claims, accounts and disputes, or upon the foreclosure with respect to any secured Investment;

(k) (i) advances of payroll payments to employees, officers, directors and managers of Parent, the ABL Administrative Borrower and the Restricted Subsidiaries in the ordinary course of business; and (ii) any Loan Party may make Investments consisting of loans to employees, officers, directors and managers of the Loan Parties in an aggregate principal amount not to exceed $5,000,000, at any time outstanding;

(l) [Reserved];

(m) [Reserved];

(n) Investments by (i) the ABL Administrative Borrower in any other Borrower or any Subsidiary Guarantor, (ii) any Restricted Subsidiary in any Borrower or any Subsidiary Guarantor and (iii) any Excluded Subsidiary in any other Excluded Subsidiary (other than an Unrestricted Subsidiary);

(o) Investments consisting of promissory notes and other deferred payment obligations and noncash consideration delivered as the purchase consideration for a Disposition permitted by Section 6.5;

(p) Investments existing on the Closing Date and identified on Schedule 6.8(p) and any modification, replacement, renewal, reinvestment or extension thereof (provided that the amount of the original Investment is not increased except by the terms of such original Investment or as otherwise permitted by this Section 6.8);

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(q) the ABL Administrative Borrower and its Restricted Subsidiaries may endorse negotiable instruments and other payment items for collection or deposit in the ordinary course of business or make lease, utility and other similar deposits in the ordinary course of business;

(r) Investments consisting of obligations under Hedge Agreements permitted by Section 6.2;

(s) [Reserved];

(t) Investments consisting of Restricted Payments permitted by Section 6.6 (other than Section 6.6(k));

(u) Investments of any Person that becomes (or is merged or consolidated or amalgamated with) a Restricted Subsidiary of the ABL Administrative Borrower on or after the Closing Date on the date such Person becomes (or is merged or consolidated or amalgamated with) a Restricted Subsidiary of the ABL Administrative Borrower; provided that (i) such Investments exist at the time such Person becomes (or is merged or consolidated or amalgamated with) a Restricted Subsidiary, and (ii) such Investments are not made in anticipation or contemplation of such Person becoming (or merging or consolidating or amalgamated with) a Restricted Subsidiary;

(v) Investments consisting of good faith deposits made in accordance with Section 6.3(w);

(w) Investments in the Specified China Subsidiary (for the avoidance of doubt, not constituting cash or Cash Equivalents of the Loan Parties) in an aggregate amount not to exceed $51,000,000;

(x) cash Investments (including in the form of intercompany loans) made by the ABL Administrative Borrower or any Restricted Subsidiary in their respective direct and indirect equity holders in lieu of paying such cash as a Restricted Payment permitted by Section 6.6, provided that the aggregate amount of such Investments (valued as of the date made) shall not exceed the amount that would have otherwise been permitted as a Restricted Payment in cash pursuant to Section 6.6 (without giving effect to the proviso at the end of such section);

(y) Investments made so long as, immediately after giving effect thereto, the Payment Condition is satisfied;

(z) [Reserved];

(aa) deposits made in the ordinary course of business consistent with past practices to secure the performance of leases or in connection with bidding on government contracts;

(bb) advances in connection with purchases of goods or services in the ordinary course of business;

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(cc) Guarantee Obligations permitted under Section 6.2 and, to the extent not constituting Indebtedness, other Guarantee Obligations entered into in the ordinary course of business;

(dd) Investments consisting of Liens permitted under Section 6.3;

(ee) Investments consisting of transactions permitted under Section 6.4, including in connection with any Permitted Reorganization;

(ff) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Parent or Capital Stock of any direct or indirect parent company of Parent (or the net cash proceeds of any issuance of Capital Stock by Parent or any direct or indirect parent company thereof); and

(gg) Investments made by any Foreign Subsidiary to the extent such Investments are financed with the proceeds received by such Foreign Subsidiary from an Investment in such Foreign Subsidiary made pursuant to Section 6.8(y).

For purposes of covenant compliance, the amount of any Investment at any time shall be the amount actually invested (measured at the time made), without adjustment for subsequent changes in the value of such Investment, net of all Returns on such Investment up to the original amount of such Investment.

Notwithstanding anything to the contrary in this Section 6.8, prior to the Disposition of Capital Stock of the Specified China Subsidiary contemplated by Section 6.5(t), Investments in the Specified China Subsidiary shall only be made pursuant to Section 6.8(w).

6.9 Limitation on Optional Payments and Modifications of Junior Material Debt Instruments and Organizational Documents, etc. . (aa) Make or offer in writing to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Junior Material Debt other than (i) by a refinancing with the Net Cash Proceeds of Indebtedness then permitted to be incurred pursuant to Section 6.2; (ii) in an unlimited amount, so long as the Payment Condition is satisfied; (iii) the conversion of such Junior Material Debt to Qualified Capital Stock of Parent or Capital Stock of any direct or indirect parent company of Parent; (iv) repayment or prepayment of Indebtedness incurred pursuant to Section 6.2(ee) (for application to the repayment, prepayment, redemption, repurchase, other acquisition or Effective Discharge of, or to the payment of principal, interest or other amounts due with respect to, the Convertible Senior Notes or any Permitted Refinancing thereof (and for no other purpose)), up to an aggregate principal amount not to exceed $25,000,000; (v) repayment or prepayment of Indebtedness owed by the ABL Administrative Borrower to Holdings pursuant to Section 6.2(ee) (for application to the repayment, prepayment, redemption, repurchase, other acquisition or Effective Discharge of, or to the payment of principal, interest or other amounts due with respect to, the Convertible Senior Notes or any Permitted Refinancing thereof (and for no other purpose)) in an amount not to exceed $50,000,000 minus the amount of any Restricted Payments made pursuant to Section 6.6(j), (vi) repayment or prepayment of Indebtedness incurred pursuant to Section 6.2(b), and (vii)

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repayment or prepayment of Indebtedness owed by the ABL Administrative Borrower to Holdings pursuant to Section 6.2(ee) (for application to the repayment, prepayment, redemption, repurchase, other acquisition or Effective Discharge of, or to the payment of principal, interest or other amounts due with respect to, the Convertible Senior Notes or any Permitted Refinancing thereof (and for no other purpose)) with the proceeds of Indebtedness incurred pursuant to Sections 6.2(i), (q), (bb), (dd) and (ff), so long as, in the case of Indebtedness incurred pursuant to Section 6.2(q) or (bb), such Indebtedness is secured on a junior basis to the Obligations or is unsecured; (b) amend, modify or otherwise change (pursuant to a waiver or otherwise), any of the terms of any Junior Material Debt (other than any such amendment, modification or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or amount or extend the date for payment of interest thereon or relax or eliminate any covenant, event of default or other provision applicable to Parent, the ABL Administrative Borrower or any of its Subsidiaries or (ii) does not otherwise adversely affect the Lenders in any material respect) unless (A) pursuant to a refinancing permitted by clause (a)(i) above, (B) such amendment, modification or other change is effective, or is to provisions that become applicable, after the then Latest Maturity Date hereunder (as determined as of the time of such amendment, modification or other change is made) or (C) immediately after giving effect thereto such Junior Material Debt with such revised terms could be incurred pursuant to Section 6.2 (such determination to be made as if such Junior Material Debt was incurred at such time and had not previously been incurred); or (c) amend, modify or otherwise change (pursuant to a waiver or otherwise), any of the terms of any Organizational Document, other than any such amendment, modification or other change which does not adversely affect the Lenders in any material respect.

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transactions arising out of agreements existing on the Closing Date and described or referred to under the caption “Certain relationships and related party transactions and director independence”, in the Form 10-K of Holdings most recently filed with the SEC prior to the Closing Date, other than in connection with the purchase or redemption of any Capital Stock of Parent or any holding company of Parent, (h) license on a non-exclusive basis Intellectual Property in the ordinary course of business (and, to the extent in existence on the Closing Date or granted in the ordinary course of business, exclusive licenses and sub-licenses of Intellectual Property within the confines of a particular jurisdiction or territory outside of the United States and Canada) (1) on an arm’s length basis to permit the commercial exploitation of such Intellectual Property between or among Affiliates of the ABL Administrative Borrower and (2) to parent companies of the Parent in connection with their ownership of the Parent, (i) [Reserved], (j) issue or transfer Capital Stock (other than Disqualified Capital Stock) of Parent to any direct or indirect parent company of Parent or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the ABL Administrative Borrower or any of its Subsidiaries or any direct or indirect parent company thereof to the extent otherwise permitted by this Agreement, and (k) make payments to or receive payments from, and enter into and consummate transactions with, joint ventures in the ordinary course of business to the extent otherwise permitted hereunder.

6.11 Limitation on Sales and Leasebacks . Enter into any arrangement with any Person providing for the leasing by the ABL Administrative Borrower or any of its Restricted Subsidiaries of real or personal property which has been or is to be sold or transferred by the ABL Administrative Borrower or such Restricted Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the ABL Administrative Borrower or such Restricted Subsidiary (a “Sale and Leaseback Transaction”) unless (i) the sale of such property is made for cash consideration in an amount not less than the fair market value of such property, (ii) the Sale and Leaseback Transaction is permitted by Section 6.5 and is consummated within 180 days after the date on which such property is sold or transferred, (iii) any Liens arising in connection with its use of the property are permitted by Section 6.3(t), (iv) the Sale and Leaseback Transaction would be permitted under Section 6.2, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 6.2.

6.12 [Reserved] .

6.13 Limitation on Negative Pledge Clauses . Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the ABL Administrative Borrower or any of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any guarantor, its obligations under the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) the Term Loan Credit Agreement, any agreements governing any Permitted FILO Credit Agreement Refinancing Indebtedness, any Permitted Junior Secured FILO Refinancing Debt, any Permitted Unsecured FILO Refinancing Debt, Permitted Term Loan

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Refinancing Indebtedness and Incremental Equivalent Debt and Guarantee Obligations in respect of the foregoing, (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other Capital Lease Obligations and Indebtedness secured by Purchase Money Security Interests otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed by or the subject of such Indebtedness and the proceeds and products thereof), (d) any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness permitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), (f) customary provisions in joint venture agreements and similar agreements that restrict transfer of or liens on assets of, or equity interests in, joint ventures, (g) non-exclusive licenses or sub-licenses by the ABL Administrative Borrower or any of its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (and, to the extent in existence on the Closing Date or granted by the ABL Administrative Borrower or any of its Restricted Subsidiaries in the ordinary course of business, exclusive licenses and sub-licenses of Intellectual Property within the confines of a particular jurisdiction or territory outside of the United States and Canada) (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) (x) prohibitions and limitations in effect on the Closing Date and listed on Schedule 6.13 and (y) to the extent such prohibitions and limitations described in clause (x) are set forth in an agreement evidencing Indebtedness, prohibitions and limitations set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such prohibitions and limitations, (i) customary provisions in leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (j) prohibitions and limitations arising by operation of law, (k) prohibitions and limitations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in contemplation of such Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary, (l) customary restrictions that arise in connection with any Disposition permitted by Section 6.5 applicable pending such Disposition solely to the assets subject to such Disposition, (m) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.2 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness and the proceeds and products thereof (other than Indebtedness constituting any unsecured Junior Debt) as long as such pledges and restrictions do not restrict or impair the ability of the Parent, the ABL Administrative Borrower and the Restricted Subsidiaries to comply with their obligations under the Loan Documents, (n) customary provisions contained in an agreement restricting assignment of such agreement entered into in the ordinary course of business, (o) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, and (p) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the ABL Administrative Borrower, no more restrictive with respect to the ABL Administrative Borrower or any Restricted Subsidiary than the then customary market terms for

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Indebtedness of such type, so long as the ABL Administrative Borrower shall have determined in good faith that such restrictions will not affect the obligation or ability of the ABL Administrative Borrower and the Restricted Subsidiaries to make any payments required to be made by it hereunder, become a Loan Party (to the extent so required by Section 5.10) or perform obligations required to be performed by it under the Loan Documents (including obligations to provide Collateral and guarantees under the Loan Documents).

6.14 Limitation on Restrictions on Restricted Subsidiary Distributions . Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay or subordinate any Indebtedness owed to, Parent, the ABL Administrative Borrower or any other Restricted Subsidiary, (b) make Investments in the ABL Administrative Borrower or any other Restricted Subsidiary or (c) transfer any of its assets to the ABL Administrative Borrower or any other Restricted Subsidiary, except in each case for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the Term Loan Credit Agreement, any Permitted Pari Passu Secured FILO Refinancing Debt, Permitted Junior Secured FILO Refinancing Debt, Permitted Unsecured FILO Refinancing Debt, Permitted Term Loan Refinancing Indebtedness or Incremental Equivalent Debt and Guarantee Obligations in respect of the foregoing, (iii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iv) customary net worth provisions contained in real property leases entered into by the ABL Administrative Borrower or any of its Restricted Subsidiaries so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, (v) any restriction with respect to Excluded Subsidiaries in connection with Indebtedness permitted by Section 6.2, (vi) to the extent not otherwise permitted under this Section 6.14, agreements, restrictions and limitations described in clauses (a)-(p) of Section 6.13, to the extent set forth in such clauses, (vii) restrictions with respect to the transfer of any asset (or the interest in any Person) contained in an agreement that has been entered into in connection with the disposition of such asset (or interest in such Person) permitted hereunder and (viii) prohibitions and limitations arising by operation of law.

6.15 Limitation on Lines of Business . Enter into any business, either directly or through any Restricted Subsidiary, except for those businesses in which the ABL Administrative Borrower and its Subsidiaries are engaged on the date of this Agreement or that are reasonably related or ancillary thereto or reasonable extensions thereof.

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on the Capital Stock of the ABL Administrative Borrower (other than Liens in favor of holders of Indebtedness under the Term Loan Credit Agreement, secured Incremental Equivalent Debt, Permitted Pari Passu Secured Refinancing Debt, Permitted Pari Passu Secured FILO Refinancing Debt, Permitted Junior Secured Refinancing Debt, Permitted Junior Secured FILO Refinancing Debt, and secured Indebtedness permitted under Sections 6.2(dd) and (ff) and non-consensual Liens and Liens that arise by operation of law) or (b) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the ABL Administrative Borrower, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Term Loan Credit Agreement, the Convertible Senior Notes and any guarantee of other Indebtedness of the ABL Administrative Borrower or any Restricted Subsidiary permitted under Section 6.2, (iv) incurrence of unsecured debt that requires the payment of interest (x) in kind or (y) in cash solely (in the case of this clause (iv)) to the extent that the ABL Administrative Borrower and its Restricted Subsidiaries are permitted by the terms of this Agreement to make Restricted Payments to Parent for such purpose, the issuance of Capital Stock, payment of dividends, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries, making Investments to the extent the Capital Stock, assets or other Property received by Parent in connection with such Investment is, substantially concurrently with the making of such Investment, contributed to the capital of the ABL Administrative Borrower or any other Loan Party, and ownership of intercompany notes or cash and Cash Equivalents, in each case, solely to the extent not prohibited hereunder, (v) participating in tax, accounting and other administrative matters as a member of a consolidated group of companies, (vi) holding any cash or property received in connection with Restricted Payments made by the ABL Administrative Borrower in accordance with Section 6.6 pending application thereof, (vii) providing indemnification to officers and directors and (viii) activities incidental to the businesses or activities described in the foregoing clauses (i) through (vii).

6.17 Canadian Pension Plans . Canadian Guarantor shall not, without the consent of the Administrative Agent, maintain, administer, contribute or have any liability in respect of any Canadian Defined Benefit Plan (governed by the province of Ontario) or acquire an interest in any Person if such Person sponsors, maintains, administers or contributes to, or has any liability in respect of any Canadian Defined Benefit Plan (governed by the province of Ontario).

SECTION 7. EVENTS OF DEFAULT

7.1 Events of Default . If any of the following events shall occur and be continuing:

(a) (i) The Borrowers shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or (ii) the Borrowers shall fail to pay any interest on any Loan or Reimbursement Obligation, or any Loan Party shall fail to pay any other amount payable hereunder or under any other Loan Document, within five

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Business Days after any such interest or other amount becomes due in accordance with the terms hereof or thereof; or

(b) Any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement required to be furnished by it at any time under this Agreement (other than a Borrowing Base Certificate) or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made or furnished ( provided that, in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality); or

(c) Any Loan Party shall default in the observance or performance of any covenant contained in (i) clause (i) of Section 5.4(a) (with respect to Parent and the ABL Administrative Borrower only), Section 5.7(a) or Section 6 or (ii) Section 5.17 and such default shall continue unremedied for a period of three Business Days following delivery of written notice thereof to the ABL Administrative Borrower by the Administrative Agent ( provided that such grace period shall not apply during any Cash Dominion Period); or

(d) Any Loan Party shall default in the observance or performance of any covenant or other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) and (m) of this Section), and such default shall continue unremedied for a period of 30 days following delivery of written notice thereof to the ABL Administrative Borrower by the Administrative Agent; or

(e) Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness (excluding the Loans and other Indebtedness under the Loan Documents) on the scheduled or original due date with respect thereto beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to become subject to a mandatory offer to purchase by the obligor thereunder or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable ( provided that this clause (iii) shall not apply to (A) any secured Indebtedness that becomes due or subject to a mandatory offer to purchase as a result of the sale, transfer or other Disposition of assets securing such Indebtedness, if such sale, transfer or other Disposition is permitted hereunder and under the documents providing for such Indebtedness (and, for the avoidance of doubt, the aggregate principal amount of such Indebtedness shall not be included in determining whether an Event of Default has occurred under this paragraph (e), (B) any default for failure to comply with Section

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6.1 of the Term Loan Credit Agreement, unless and until the “Required Lenders” (under and as defined in the Term Loan Credit Agreement) have declared all Term Loans to be immediately due and payable and have not rescinded such declaration, or (C) Convertible Senior Notes that become subject to settlement upon conversion as a result of one or more conversion contingencies set forth in the Convertible Notes Indenture becoming satisfied); provided , that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Material Debt; and provided, further, that upon becoming an Event of Default, such Event of Default shall be deemed to have been remedied and shall no longer be continuing if any such defaults, events or conditions are remedied or waived prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to the below provisions of this Section 7.1 by any of the holders or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holders or beneficiaries) so long as, after giving effect to such remedy or waiver, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall no longer be continuing with respect to Material Debt; or

(f) (i) Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) shall commence any case, proceeding or other action under any then-existing law (A) relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, interim receiver, monitor, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) under any then-existing law any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or for any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) under any then-existing law any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) shall take any action in furtherance of, or indicating its consent to or approval of, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Parent or any Borrower shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

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(g) (i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan (other than any “prohibited transaction” for which a statutory or administrative exemption is available) that results in liability of the ABL Administrative Borrower or any Commonly Controlled Entity, (ii) any Person shall fail to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan or any failure by any Single Employer Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived, with respect to any Plan, or any Lien in favor of the PBGC or a Plan shall arise on the assets of the ABL Administrative Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan which Reportable Event or commencement of proceedings or appointment of a trustee is reasonably likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA and the present value of all accrued benefits, determined on a termination basis, exceeds the value of the assets of such Plan, (v) the ABL Administrative Borrower or any Commonly Controlled Entity shall be reasonably likely to incur any liability in connection with a withdrawal from, or the Insolvency of, a Multiemployer Plan, or (vi) any other similar event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, would reasonably be expected to have a Material Adverse Effect; or

(h) One or more final judgments or decrees for the payment of money shall be entered against Parent, the ABL Administrative Borrower or any of its Restricted Subsidiaries involving for Parent, the ABL Administrative Borrower and its Restricted Subsidiaries taken as a whole a liability (not paid or fully covered by insurance as to which the relevant insurance company has not denied coverage in writing) of $20,000,000 or more, and all such judgments or decrees shall not have been satisfied, vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or

(i) Any of the Security Documents shall cease, for any reason (other than by reason of the express release thereof pursuant to the provisions of the Loan Documents), to be in full force and effect, or any Loan Party shall so assert in writing, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby, except to the extent that (i) any of the foregoing results from the failure of the Administrative Agent, the Collateral Agent, the Term Loan Collateral Agent, the Term Loan Administrative Agent or any agent appointed by any of them to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents or to file Uniform Commercial Code continuation statements or (ii) such loss is covered by a title insurance policy benefitting the Administrative Agent or the Lenders; provided that it shall not be an Event of Default under this clause (i) if, solely as a result of the occurrence of one or more of the events described in this clause (i), the Collateral Agent shall not hold a legal, valid and perfected security interest, with the priority required under the Security Documents, in Collateral with a fair market value not to exceed $7,500,000 in the aggregate; or

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(j) The guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason (other than by reason of the express release thereof pursuant to the provisions of the Loan Documents), to be in full force and effect or any Loan Party shall so assert in writing (other than by reason of the express release thereof pursuant to the provisions of the Loan Documents); or

(k) Any Change of Control shall occur; or

(l) The occurrence of a Canadian Pension Plan Termination Event, or any Lien arises (save for contribution amounts not yet due) in connection with any Canadian Pension Plan, that would reasonably be expected to have a Material Adverse Effect; or

(m) The ABL Administrative Borrower shall (i) make a material misrepresentation in any Borrowing Base Certificate delivered to the Administrative Agent or (ii) shall fail to deliver any Borrowing Base Certificate within five Business Days of such Borrowing Base Certificate becoming due (or, during a Liquidity Period, within two Business Days of such Borrowing Base Certificate becoming due);

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the ABL Administrative Borrower, automatically the Revolving Credit Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including, without limitation, all amounts of LC Exposure, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, any or all of the following actions may be taken (but no other actions): (i) with the consent of the Required Revolving Lenders, the Administrative Agent may, or upon the request of the Required Revolving Lenders, the Administrative Agent (and for the avoidance of doubt no other Person) shall, by notice to the ABL Administrative Borrower declare the Revolving Credit Commitments to be terminated forthwith, whereupon the Revolving Credit Commitments shall immediately terminate; (ii) with the consent of the Required Revolving Lenders, the Administrative Agent may, or upon the request of the Required Revolving Lenders, the Administrative Agent (and for the avoidance of doubt no other Person) shall, by notice to the ABL Administrative Borrower, declare the Revolving Credit Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including, without limitation, all amounts of LC Exposure, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable; and (iii) with the consent of the Required FILO Lenders, the Administrative Agent may, or upon the request of the Required FILO Lenders, the Administrative Agent (and for the avoidance of doubt no other Person) shall, by notice to the ABL Administrative Borrower, declare the FILO Term Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the case of all Letters of Credit with respect to which presentment for honor shall not have

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occurred at the time of an acceleration pursuant to this paragraph, the Borrowers shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount in immediately available funds equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (and the Borrowers hereby grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a continuing security interest in all amounts at any time on deposit in such cash collateral account to secure the undrawn and unexpired amount of such Letters of Credit and all other Obligations). If at any time the Administrative Agent determines that any funds held in such cash collateral account are subject to any right or claim of any Person other than the Administrative Agent and the Secured Parties or that the total amount of such funds is less than the aggregate undrawn and unexpired amount of outstanding Letters of Credit, the Borrowers shall, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in such cash collateral account, an amount equal to the excess of (a) such aggregate undrawn and unexpired amount over (b) the total amount of funds, if any, then held in such cash collateral account that the Administrative Agent determines to be free and clear of any such right and claim. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied pursuant to the waterfall in Section 2.21(b). After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowers (or such other Person as may be lawfully entitled thereto).

7.2 Right to Cure .

(a) Notwithstanding anything to the contrary contained in Section 7.1, in the event that the ABL Administrative Borrower fails to comply with the requirements of the Financial Covenant, during the period beginning on the first day following the applicable fiscal quarter (i.e. the last fiscal quarter in the period of non-compliance with the Financial Covenant until the expiration of the 10th Business Day after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 5.1 (or, if later, the 10 ^th Business Day subsequent to the related Covenant Trigger Date) (as applicable, the “ Cure Date ”), Parent shall have the right to use the cash proceeds of any equity contribution to Parent during such period (any such equity contribution to Parent to exercise the Cure Right pursuant to this Section, a “ Cure Contribution ”) or any issuance of Parent’s Capital Stock (other than Disqualified Capital Stock) during such period (any such Capital Stock issued by Parent to exercise the Cure Right pursuant to this Section, “ Cure Securities ”) to make a common equity contribution to, or purchase of common equity of, the ABL Administrative Borrower (collectively, the “ Cure Right ”), and upon the receipt by the ABL Administrative Borrower of such cash proceeds (the “ Cure Amount ”) pursuant to the exercise by Parent of such Cure Right and request to the Administrative Agent to effect such recalculation, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments:

(i) Consolidated EBITDA shall be increased for such fiscal quarter and for applicable subsequent periods which include such fiscal quarter, solely for the

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purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and

(ii) if, after giving effect to the foregoing recalculation, the ABL Administrative Borrower shall then be in compliance with the requirements of the Financial Covenant, the ABL Administrative Borrower shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

(b) Notwithstanding anything herein to the contrary (i) in each four-consecutive-fiscal-quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right may be exercised no more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of causing the ABL Administrative Borrower to comply with the Financial Covenant, (iv) no Indebtedness repaid with the proceeds of Cure Amount shall be deemed repaid for the purposes of recalculating the Financial Covenant during the fiscal quarter in respect of which the Cure Right is exercised, and (v) the proceeds of the Cure Amount shall be disregarded for other purposes of this Agreement, including determining financial ratio-based conditions or basket amounts.

(c) Upon the Administrative Agent’s receipt of a notice from the ABL Administrative Borrower that it intends to exercise the Cure Right (a “ Notice of Intent to Cure ”), until the 10th Business Day subsequent to the date of required delivery of the related Compliance Certificate delivered pursuant to Section 5.2(b) to which such Notice of Intent to Cure relates (or, if later, the 10 ^th Business Day subsequent to the related Covenant Trigger Date) the Administrative Agent shall not (and none of the Required Lenders, Required Revolving Lenders or Required FILO Lenders shall direct the Administrative Agent to) exercise the right to accelerate payment of the Loans and the Administrative Agent shall not (and none of the Required Lenders, Required Revolving Lenders or Required FILO Lenders shall direct the Administrative Agent to) exercise any right to foreclose on or take possession of the Collateral solely on the basis of an allegation of an Event of Default having occurred and being continuing under Section 7.1 due to failure by the ABL Administrative Borrower to comply with the requirements of the Financial Covenant for the applicable period. After the ABL Administrative Borrower has delivered a notice to the Administrative Agent to exercise the Cure Right, no extension of credit may be made under the Revolving Credit Facility unless and until the ABL Administrative Borrower is in compliance with the Financial Covenant (after giving effect to the deemed increase in EBITDA resulting from exercise of the Cure Right) or the applicable Event of Default for non-compliance with the Financial Covenant is waived pursuant to this Agreement.

SECTION 8. THE AGENTS

8.1 Appointment . Each Lender hereby irrevocably designates, appoints and authorizes the Administrative Agent and the Collateral Agent as the agents of such Lender under

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this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent and the Collateral Agent, in such capacities, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent and the Collateral Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, each Lender hereby authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and to enter into each Security Document, the Intercreditor Agreements and any other intercreditor or subordination agreements contemplated hereby on behalf of and for the benefit of the Lenders and the other Secured Parties and agrees to be bound by the terms thereof. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent.

Without limiting the powers of the Administrative Agent, for the purposes of holding any hypothec granted to the Attorney (as defined below) pursuant to the laws of the Province of Québec to secure the prompt payment and performance of any and all Obligations by any Loan Party, each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent and, to the extent necessary, ratifies the appointment and authorization of the Administrative Agent, to act as the hypothecary representative of the creditors as contemplated under Article 2692 of the Civil Code of Québec (in such capacity, the “ Attorney ”), and to enter into, to take and to hold on their behalf, and for their benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Attorney under any related deed of hypothec. The Attorney shall: (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Attorney pursuant to any such deed of hypothec and applicable law, and (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders and the Loan Parties. Any person who becomes a Lender shall, by its execution of an Assignment and Assumption Agreement, be deemed to have consented to and confirmed the Attorney as the person acting as hypothecary representative holding the aforesaid hypothecs as aforesaid and to have ratified, as of the date it becomes a Lender, all actions taken by the Attorney in such capacity. The substitution of the Administrative Agent pursuant to the provisions of this Section 8 also constitute the substitution of the Attorney.

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misconduct of any such sub-agents or attorneys-in‑fact selected by it with reasonable care. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of each such Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Revolving Credit Facility and the FILO Term Loan Facility as well as activities as such Agent. No such Agent shall be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

8.3 Exculpatory Provisions . Neither any Agent, any Arranger nor any of their respective officers, directors, employees, agents, advisors, attorneys‑in‑fact or affiliates shall be:

(a) liable to any other Credit Party for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 9.2) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Neither the Administrative Agent nor the Collateral Agent shall be deemed to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given in writing to such Agent by the ABL Administrative Borrower or a Lender;

(b) responsible in any manner to any other Credit Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents or the Arrangers under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party party thereto to perform its obligations hereunder or thereunder. The Agents and the Arrangers shall not be under any obligation to any other Credit Party to ascertain or to inquire as to the observance or performance of any of the covenants or agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party. Neither the Administrative Agent nor the Collateral Agent nor any Arranger shall be under any obligation to any other Credit Party to ascertain or to inquire as to the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, the value or the sufficiency of any Collateral, or the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent or such Arranger, as applicable;

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(d) subject to any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent or the Collateral Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that such Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; or

(e) subject to a duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent, the Collateral Agent, an Arranger or any of their respective Affiliates in any capacity, except as expressly set forth herein and in the other Loan Documents.

8.4 Reliance by Administrative Agent . Each of the Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying and shall not incur any liability for relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile or email message, statement, order, telephonic or electronic notices or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to Parent or the ABL Administrative Borrower), independent accountants and other experts selected by such Agent. Each of the Administrative Agent and the Collateral Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with such Agent. Each of the Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents or, if so specified by this Agreement, all affected Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each of the Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents or, if so specified by this Agreement, all affected Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. In determining compliance with any condition hereunder to the making of a Revolving Credit Loan (or the occurrence of the Closing Date) that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Revolving Credit Loan (or the occurrence

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of the Closing Date). The Administrative Agent and the Collateral Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

8.5 Notice of Default . Neither the Administrative Agent nor the Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless such Agent has received notice from a Lender, Parent or the ABL Administrative Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent or the Collateral Agent receives such a notice, such Agent shall give notice thereof to the Lenders and the other such Agent. Each of the Administrative Agent and the Collateral Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents or, if so specified by this Agreement, all affected Lenders); provided that unless and until such Agent shall have received such directions, such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

8.6 Non-Reliance on Agents, Arrangers and Other Lenders . Each Lender expressly acknowledges that neither the Agents, the Arrangers nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent or Arranger hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent or any Arranger to any Lender. Each Lender represents to the Agents and the Arrangers that it has, independently and without reliance upon any Agent, any Arranger or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent, any Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent or Arranger shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of such Agent or Arranger or any of their respective officers, directors, employees, agents, advisors, attorneys‑in‑fact or affiliates.

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8.7 Indemnification . The Lenders agree to indemnify each Agent and its officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an “ Agent Indemnitee ”) (to the extent not reimbursed by Parent or the ABL Administrative Borrower and without limiting any obligation of Parent or the ABL Administrative Borrower to do so), ratably according to their respective Aggregate Exposure Percentages or outstanding FILO Term Loans, as applicable, in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages or outstanding FILO Term Loans, as applicable, immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs and expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of, the Commitments, the FILO Term Loans, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence, bad faith or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

8.8 Agent in Its Individual Capacity . Each Agent and its affiliates may make loans to, accept deposits from, own securities of, act as the financial advisor of or in any other advisory capacity for and generally engage in any kind of business with any Loan Party or any Subsidiary or other Affiliate as though such Agent were not an Agent and without any duty to account therefor to the Lenders or provide notice to or consent of the Lenders with respect thereto. With respect to its Loans made or renewed by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.

8.9 Successor Administrative Agent . The Administrative Agent may resign as Administrative Agent upon 10 days’ notice to the Lenders and the ABL Administrative Borrower. If the Administrative Agent shall resign as Administrative Agent, then the ABL Administrative Borrower and the Required Lenders (or, if an Event of Default has occurred and is continuing under Section 7.1(a) or (f), the Required Lenders) shall appoint a successor agent for the Lenders, which shall be a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no

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successor agent has been appointed as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation (or such earlier date as shall be agreed by the ABL Administrative Borrower and the Required Lenders) (the “ Resignation Effective Date ”), the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the ABL Administrative Borrower and the Required Lenders (or, if an Event of Default has occurred and is continuing under Section 7.1(a) or (f), the Required Lenders as set forth above) shall appoint a successor agent as provided for above; provided that in no event shall any successor Administrative Agent be a Defaulting Lender or a Disqualified Institution. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8 and of Section 9.3 shall continue to inure to its benefit.

8.10 Effect of Resignation or Removal . With effect from the Resignation Effective Date (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent (or its agent or bailee for such purpose) on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent (or its agent or bailee for such purpose) shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the ABL Administrative Borrower (or, if an Event of Default has occurred and is continuing under Section 7.1(a) or (f), the Required Lenders as set forth above) shall appoint a successor agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent as of the Resignation Effective Date), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the ABL Administrative Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the ABL Administrative Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 8 and Section 9.3 shall continue in effect for the benefit of such retiring Administrative Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity (other than in its capacity as a Lender) hereunder or under the other Loan Documents, including, without limitation, (A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Secured Parties and (B) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

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8.11 Co-Documentation Agents and Arrangers . Anything herein to the contrary notwithstanding, none of the Co-Documentation Agents nor any Arranger shall have any duties or responsibilities hereunder in its capacity as such.

8.12 Collateral and Guarantee Matters . Each of the Lenders (including in its capacities as a potential provider of Cash Management Services and a potential counterparty to a Specified Hedge Agreement) irrevocably authorizes the Administrative Agent and the Collateral Agent:

(a) to take such action and execute such documents as may be reasonably requested by Parent or the ABL Administrative Borrower pursuant to Section 9.14 to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon the payment in full of the Obligations (other than Obligations in respect of (x) any Specified Hedge Agreements or Cash Management Obligations and (y) contingent reimbursement and indemnification obligations) and termination of all Commitments, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (iii) that is or becomes an Excluded Asset or (iv) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 9.2;

(b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.3(g), or as set forth in the applicable Intercreditor Agreement; and

(c) to take such action and execute such documents as may be reasonably requested by Parent or the ABL Administrative Borrower pursuant to Section 9.14 to release any Guarantor from its Guarantee Obligations and other obligations under the Loan Documents, and to release any Liens granted by it under the Loan Documents, if such Person ceases to be a Subsidiary or is or becomes an Excluded Subsidiary as a result of a transaction permitted under the Loan Documents.

Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantee Obligations or Liens pursuant to this Section 8.12. In each case as specified in this Section 8.12, the Administrative Agent and the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement and to release the Liens granted by such Guarantor under the Loan Documents, in each case in accordance with the terms of this Section 8.12.

Neither the Administrative Agent nor the Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence,

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value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

8.13 Appointment of ABL Administrative Borrower . Each of the Loan Parties hereby appoints the ABL Administrative Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the ABL Administrative Borrower may execute such documents and provide such authorizations on behalf of such Loan Parties as the ABL Administrative Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent or a Lender to the ABL Administrative Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent, or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the ABL Administrative Borrower on behalf of each of the Loan Parties.

8.14 The Collateral Agent . The Collateral Agent shall be entitled to all rights, protections, immunities and indemnities granted to it in the Guarantee and Collateral Agreement as if set forth herein.

SECTION 9. MISCELLANEOUS

9.1 Notices . (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:

(i) if to Parent or the ABL Administrative Borrower, to it at:

General Nutrition Centers, Inc.
300 Sixth Avenue
Pittsburgh, PA 15222
Attention: Amy Davis
Telephone: (412) 288 4641
Email: ADavis@gnc-hq.com

with copies (which shall not constitute notice) to:

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Michèle O. Penzer
Latham & Watkins LLP
885 Third Avenue
New York, NY 10022
Facsimile: (212) 751-4864
Telephone: (212) 906-1245
Email: michele.penzer@lw.com

(ii) if to the Administrative Agent in respect of the Revolving Credit Facility, the Collateral Agent, an Issuing Bank and/or the Swingline Lender:

JPMorgan Chase Bank, N.A. at:

4 New York Plaza, 17th Floor

New York, NY 10004

Attention: Credit Risk Manager or Account Executive

Facsimile No: (212) 623-7309

with a copy to:

JPMorgan Chase Bank, N.A.

270 Park Avenue, 43rd Floor

New York, New York 10017

Attention: James A. Knight

Facsimile: 917-464-7000

Telephone: 212-622-8486

Email: james.a.knight@jpmorgan.com

(iii) if to the Administrative Agent in respect of the FILO Term Loans:

JPMorgan Chase Bank, N.A.
Loan and Agency Services Group
10 South Dearborn Street, Floor L2
Chicago, Illinois 60603
Attention: Leonida Mischke
Facsimile: 844-460-5663
Telephone: 312-385-7055
Email: jpm.agency.cri@jpmorgan.com
Chicago.LC.Agency.activity.team@jpmchase.com

with a copy to:

JPMorgan Chase Bank, N.A.
270 Park Avenue, 43 ^rd Floor
New York, New York 10017
Attention: James A. Knight
Facsimile: 917-464-7000
Telephone: 212-622-8486

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Email: james.a.knight@jpmorgan.com

if to any other Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent, the Collateral Agent or the ABL Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

(d) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to the ABL Administrative Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the ABL Administrative Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet, other than for direct or actual damages to the extent resulting from the gross negligence, bad faith or willful misconduct of such party or its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction.

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from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party in accordance with Section 9.3. All telephonic notices to and other telephonic communications with the Administrative Agent or the Collateral Agent may be recorded by the Administrative Agent or the Collateral Agent, as applicable, and each of the parties hereto hereby consents to such recording.

9.2 Waivers; Amendments . (a) No failure or delay by the Administrative Agent any Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, each Issuing Bank and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by Parent or the ABL Administrative Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the ABL Administrative Borrower and the Required Lenders or by the ABL Administrative Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Revolving Credit Commitment of any Revolving Credit Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.2 or the waiver of any Default, mandatory prepayment or mandatory reduction of Revolving Credit Commitments shall not constitute an increase of any Revolving Credit Commitment of any Lender), (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly and adversely affected thereby (except (I) in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of the Majority Facility Lenders of each directly and adversely affected Facility) and (II) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii)), (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment without the written consent of each Lender directly and adversely affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.2 or the waiver of any Default, mandatory prepayment or mandatory reduction of Commitments shall not constitute a postponement of the scheduled date of expiration of any Commitment of any Lender), (iv) change Section 2.21(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby or the “waterfall”

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contained therein without the written consent of each Lender directly and adversely affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders”, “Required Revolving Lenders”, “Required FILO Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or grant any consent hereunder, or release all or substantially all of the Collateral or release Guarantors from their guarantee obligations under the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement representing all or substantially all of the value of such guarantees, taken as a whole, in each case, without the written consent of each Lender directly and adversely affected thereby, (vi) the consent of the Required Revolving Lenders shall be required for any waiver, amendment or modification unless such waiver, amendment or modification relates solely to the FILO Term Loan Facility and does not directly or indirectly adversely affect the Revolving Credit Lenders in any manner, (vii) the consent of the Revolving Credit Lenders holding at least 66 ⅔% of the aggregate amount of Loans and Revolving Credit Commitments under the Revolving Credit Facility and of Lenders holding at least 66 ⅔% of the aggregate amount of Loans and Commitments under the Facilities shall be required to increase the advance rates set forth in the definition of “Borrowing Base”, (viii) the consent of the Revolving Credit Lenders holding at least 66 ⅔% of the aggregate amount of Loans and Revolving Credit Commitments under the Revolving Credit Facility and the consent of the FILO Term Loan Lenders holding at least 66 ⅔% of the FILO Term Loans shall be required to change the definition of the “Borrowing Base” (including the component definitions thereof to the extent used therein the effect of which would be to increase “Availability” to the Borrowers), (ix) the consent of FILO Term Loan Lenders holding at least 66 ⅔% of the FILO Term Loans shall be required to (A) increase the advance rates set forth in the definition of “FILO Borrowing Base”, (B) change the definition of “FILO Borrowing Base” (including the component definitions thereof to the extent used therein the effect of which would be to increase “Availability” to the Borrowers) or (C) change the definition of “FILO Term Loan Push Down Reserve” and (x) the consent of the Required FILO Term Loan Lenders shall be required (A) for any amendment, modification or waiver of the Financial Covenant or Section 5.17 (in each case including the component definitions thereof to the extent used therein), (B) for any amendment or modification to the defined terms “Availability Conditions”, “Line Cap”, “Liquidity Period” or “Payment Condition” (in each case including the component definitions thereof to the extent used therein) or (C) any waiver, amendment or modification, unless such waiver, amendment or modification relates solely to the Revolving Credit Facility and does not directly or indirectly adversely affect the FILO Term Loan Lenders in any manner; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent each Issuing Bank or the Swingline Lender hereunder in a manner adverse to the Administrative Agent, each Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, each Issuing Bank or the Swingline Lender, as the case may be.

(c) Notwithstanding anything to the contrary contained in this Section 9.2, the Administrative Agent and the ABL Administrative Borrower, in their sole discretion, may amend, modify or supplement any provision of this Agreement or any other Loan Document to (i) upon five Business Days’ notice to the Lenders, amend, modify or supplement such provision or cure any ambiguity, omission, mistake, error, defect or inconsistency, so long as the Required Lenders

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do not object in writing to such amendment, modification or supplement on or prior to the fifth Business Day after such notice is provided to the Lenders, (ii) to amend, modify or supplement this Agreement in accordance with Section 5.12(b), (iii) to permit additional affiliates of the ABL Administrative Borrower to guarantee the Obligations and/or provide Collateral therefor and (iv) to add covenants and other terms for the benefit of the Lenders as provided in Sections 2.25, 2.26 and 6.2(i), (p), (r), (bb) and (ff) or elsewhere herein. Such amendments shall become effective without any further action or consent of any other party to any Loan Document.

(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, no Lender consent is required to effect any amendment or supplement to any Intercreditor Agreement (i) that is for the purpose of adding the holders of Permitted Pari Passu Secured FILO Refinancing Debt, Permitted Junior Secured FILO Refinancing Debt, Permitted Pari Passu Secured Refinancing Debt, Permitted Junior Secured Refinancing Debt or Indebtedness incurred pursuant to Section 6.2(r), (bb), (dd) or (ff) (or a Representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable Intercreditor Agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing and provided, that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by such Intercreditor Agreement; provided further that no such agreement shall directly and adversely amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent.

(e) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the ABL Administrative Borrower may enter into Extension Amendments in accordance with Section 2.26, Replacement FILO Term Loan Facility Amendments in accordance with Section 2.25, and such Extension Amendments and Replacement FILO Term Loan Facility Amendments shall be effective to amend the terms of this Agreement and the other applicable Loan Documents, in each case, without any further action or consent of any other party to any Loan Document.

(f) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Revolving Lenders, the Required FILO Lenders, the Administrative Agent and the ABL Administrative Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share in the benefits of this Agreement and the other Loan Documents with the Revolving Credit Loans and FILO Term Loans, as applicable, and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders, Required Revolving Lenders, Required FILO Lenders and Majority Facility Lenders.

(g) Notwithstanding anything to the contrary contained in this Section 9.2 or any other Loan Document, guarantees, collateral security documents and related documents

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executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the ABL Administrative Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Requirements of Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement or any other Loan Documents.

9.3 Expenses; Indemnity; Damage Waiver . (a) The Borrowers shall jointly and severally pay (i) all reasonable and documented out-of-pocket expenses incurred by each Agent and its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of legal counsel for the Administrative Agent and the other Agents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent, or all Lenders collectively, including the reasonable and documented out-of-pocket fees, charges and disbursements of legal counsel for the Administrative Agent and the Collateral Agent, or all Lenders collectively, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that the Borrowers’ obligations under this Section 9.3(a) for fees and expenses of legal counsel shall be limited to fees and expenses of (x) one outside legal counsel for all Indemnitees described in clauses (i) and (ii) above, taken as a whole, (y) in the case of any conflict of interest, one outside legal counsel for such affected Indemnitee or group of Indemnitees and (z) if necessary, one local or foreign legal counsel in each relevant jurisdiction.

(b) The Borrowers shall jointly and severally indemnify the Administrative Agent, each other Agent, each institution listed as an arranger, manager or co-manager on the cover page hereof each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of (i) one outside legal counsel to the Administrative Agent and one outside legal counsel to the other Indemnitees taken as a whole, (ii) in the case of any conflict of interest, one outside legal counsel for the affected Lender or group of Lenders and (iii) if necessary, one local or foreign legal counsel in each relevant jurisdiction, which may at any time be imposed on, incurred by or asserted or awarded against any such Indemnitee arising out of, in connection with, or as a result of (w) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (x) any Loan or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of

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such Letter of Credit), (y) any actual or alleged presence or release of Hazardous Materials at, on or from any property owned or operated by the ABL Administrative Borrower or any of its respective Subsidiaries, or any Environmental Liability of the ABL Administrative Borrower or any of its respective Subsidiaries, or (z) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or material breach of its obligations under the Loan Documents or willful misconduct of such Indemnitee or its Primary Related Parties, (2) arise out of any claim, litigation, investigation or proceeding that does not involve an act or omission by any Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee ( provided that in the event of such a claim, litigation, investigation or proceeding involving a claim or proceeding brought against the Administrative Agent (in its capacity as such), the Collateral Agent (in its capacity as such) or an Arranger (in its capacity as such) by other Indemnitees, the Administrative Agent (in its capacity as such), the Collateral Agent (in its capacity as such) or such Arranger (in its capacity as such) shall be entitled (subject to the other limitations and exceptions set forth above) to the benefit of the indemnities set forth above) or (3) are in respect of indemnification payments made pursuant to Section 8.7, to the extent the Borrowers would not have been or was not required to make such indemnification payments directly pursuant to the provisions of this Section 9.3(b). As used herein, the “ Primary Related Parties ” of an Indemnitee are its Affiliates with direct involvement in the negotiation and syndication of the Facilities under this Agreement and such Indemnitee’s and Affiliates’ respective directors, officers and employees.

(c) To the extent permitted by applicable law, none of Parent, any Borrower nor any Indemnitee shall assert, and Parent, each Borrower and each Indemnitee hereby waives, any claim against Parent, any Borrower or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and, to the extent permitted by applicable law, Parent, each Borrower and each Indemnitee hereby waive, release and agree not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided that nothing contained in this paragraph shall limit the obligations of the Borrowers under Section 9.3(b) in respect of any such damages claimed against the Indemnitees by Persons other than Indemnitees.

(d) All amounts due under this Section shall be payable not later than thirty days after written demand therefor.

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Credit), except that (x) subject to Section 6.4, the ABL Administrative Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the ABL Administrative Borrower without such consent shall be null and void) and (y) the ABL Administrative Borrower shall provide written notice of any assignment by a Borrower (other than the ABL Administrative Borrower) ten Business Days prior to the effective date of such assignment and such assignment shall only be permitted (A) subject to prior or simultaneous compliance with Section 5.12 and (B) to the extent that no Revolving Credit Lender has provided a written notice, prior to the date that is ten Business Days after receipt of the ABL Administrative Borrower’s notice regarding such assignment, that an extension of credit to such assignee would violate any law or regulation (including any violation of any law or regulation due to an absence of licensing) to which such Revolving Credit Lender is subject and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, each Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the ABL Administrative Borrower, provided that no consent of the ABL Administrative Borrower shall be required for an assignment (x) by a Revolving Credit Lender to a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved Fund, (y) by a FILO Term Loan Lender to a Lender, an Affiliate of a Lender or an Approved Fund or (z) if an Event of Default has occurred and is continuing under Section 7.1(a) or (f) (with respect to any Loan Party), any other Eligible Assignee; and provided , further , that the ABL Administrative Borrower shall be deemed to have consented to any such assignment unless the ABL Administrative Borrower shall have objected thereto by written notice to the Administrative Agent not later than the tenth Business Day following the date the ABL Administrative Borrower acknowledges its receipt of notice of the proposed assignment;

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a FILO Term Loan or a Revolving Credit Commitment to a Lender, an Affiliate of a Lender, an Approved Fund;

(D) the Swingline Lender.

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

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Loans of any Class and/or such Lender’s Revolving Credit Commitments, the amount of the Loans and/or Revolving Credit Commitments of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not (i) in the case of the Revolving Credit Facility, be less than $5,000,000 (and shall be in integral multiples of $1,000,000 in excess thereof) and (ii) in the case of the FILO Term Loan Facility, be less than 1,000,000 (and shall be in integral multiples of $1,000,000 in excess thereof), unless each of the ABL Administrative Borrower and the Administrative Agent otherwise consent, provided that no such consent of the ABL Administrative Borrower shall be required if an Event of Default under Section 7.1(a) or (f) (with respect to any Loan Party) has occurred and is continuing;

(B) each partial assignment with respect to a Class shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to such Class, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with (unless waived by the Administrative Agent in its sole discretion, or unless such assignment is to an Affiliate or an Approved Fund of such assignor) a processing and recordation fee of $3,500;

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the ABL Administrative Borrower, the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws;

(E) no such assignment shall be made to a natural person;

(F) [reserved]; and

(G) such assignment does not violate Section 9.4(h).

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(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 9.3). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.4 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.4(b)(vi).

(iv) The Administrative Agent, acting for this purpose as an agent of the ABL Administrative Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Credit Commitment of, and principal amount and stated interest of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the ABL Administrative Borrower, the Administrative Agent, each Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the ABL Administrative Borrower, any Issuing Bank and, if an Event of Default has occurred and is continuing, any Lender (but only with respect to the entries related to such Lender), at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section (unless waived by the Administrative Agent in its sole discretion) and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.9(b), 2.21(d) or 8.7, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

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(vi) Subject to compliance with Section 9.4(h), any Lender may, without the consent of the ABL Administrative Borrower, the Administrative Agent an Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the ABL Administrative Borrower, the Administrative Agent, each Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.2(b) that (1) requires the consent of each Lender or each directly and adversely affected Lender and (2) directly and adversely affects such Participant. Subject to paragraph (c)(ii) of this Section, the ABL Administrative Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.18, 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.8 as though it were a Lender, provided such Participant agrees to be subject to Section 2.21(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the ABL Administrative Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant's interest in any Loans, or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Loan or other obligation is in registered form under Section 5f.103-1(c) and Proposed Section 1.163-5(b) (and any amended or successor version) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The portion of the Participant Register relating to any Participant requesting payment from the ABL Administrative Borrower under the Loan Documents shall be made available to the ABL Administrative Borrower upon request.

(vii) A Participant shall not be entitled to receive any greater payment under Section 2.18, 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless (A) the ABL Administrative Borrower is notified of the participation sold to such Participant and the

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sale of the participation to such Participant is made with the ABL Administrative Borrower’s prior written consent or (B) such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 unless such Participant agrees, for the benefit of the ABL Administrative Borrower, to comply (and actually complies) with Section 2.20(e) as though it were a Lender.

(c) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(d) With respect to any Lender that has elected to exchange (on a cashless basis by assignment) its Tranche B-2 Term Loans for FILO Term Loans as provided in the Amendment Agreement, such assignment shall be deemed to be effected by assignment of FILO Term Loans (pursuant to the Borrower’s offer to exchange on a cashless basis by assignment as set forth in the Amendment Agreement) to the applicable Lender in exchange for such Tranche B-2 Term Loans outstanding under the Term Loan Credit Agreement (pursuant to procedures specified by and approved by the Administrative Agent and the Term Loan Administrative Agent and the Administrative Agent and the Term Loan Administrative Agent are hereby authorized by the Borrowers and the Lenders to execute such additional documents as may be necessary, in their judgment, to evidence such assignments) and the terms applicable to such assignment shall be those set forth in the form of Assignment and Assumption attached as Exhibit C hereto and the additional terms set forth on Exhibit K hereto.

(e) [Reserved].

(f) [Reserved].

(g) No assignment or participation shall be made to any Person that is a Disqualified Institution to the extent the list thereof has been provided to any Lender requesting the same as of the date (the “ Trade Date ”) on which such Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights and obligations under this Agreement to such Person (unless the ABL Administrative Borrower has consented to such assignment in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any Assignee that becomes a Disqualified Institution after the applicable Trade Date, (x) such Assignee shall not retroactively be disqualified from becoming a Lender and (y) the execution by the ABL Administrative Borrower of an Assignment and Acceptance with respect to such Assignee will not by itself result in such Assignee no longer being considered a Disqualified Institution. Any assignment in violation of this paragraph (h) shall not be void, but the other provisions of this paragraph (h) shall apply.

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(h) If any assignment or participation is made to any Disqualified Institution without the ABL Administrative Borrower’s prior written consent in violation of clause (h)(i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the ABL Administrative Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, (A) terminate the Revolving Credit Commitments of such Disqualified Institution and repay all obligations of the Borrowers owing to such Disqualified Institution in connection with such Revolving Credit Commitment and/or (B) require such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 9.4), all of its interest, rights and obligations under this Agreement to one or more Assignees at the lower of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such interests, rights and obligations.

(i) Notwithstanding anything to the contrary contained in this Agreement, (A) Disqualified Institutions will not (x) have the right to receive information, reports or other materials provided to Lenders by the ABL Administrative Borrower, any other Loan Party, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, and (y) for purposes of voting on any plan of reorganization, each Disqualified Institution party hereto hereby agrees (1) not to vote on such plan of reorganization, (2) if such Disqualified Institution does vote on such plan of reorganization notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such plan of reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (3) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).

(j) The Administrative Agent shall have the right, and the ABL Administrative Borrower hereby expressly authorizes the Administrative Agent, to provide the list of Disqualified Institutions to each Lender requesting the same and to post such list to the Platform. Each Lender shall have the right, and the ABL Administrative Borrower hereby authorizes each Lender, to provide the list of Disqualified Institutions to any of such Lender’s actual or prospective transferees (including any actual or prospective assignee or participant).

(k) The Administrative Agent, in its capacity as such, shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions; provided that without

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limiting the generality of the foregoing, the Administrative Agent, in its capacity as such, shall not (a) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Institution or (b) have any liability with respect to or arising out of any assignment or participation of loans, or disclosure of confidential information in connection therewith, to any Disqualified Institution; it being agreed that the foregoing shall not relieve the Administrative Agent, to the extent constituting a Lender, from its obligations in respect of Disqualified Institutions in connection with assignments and participations, and disclosure of confidential information in connection therewith, by it.

9.5 Survival . All covenants, agreements, representations and warranties made by the ABL Administrative Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement (excluding Obligations in respect of (x) any Specified Hedge Agreements and Cash Management Obligations and (y) contingent reimbursement and indemnification obligations that are not then due and payable at the time all other Obligations hereunder are discharged) is outstanding and unpaid. The provisions of Sections 2.18, 2.19, 2.20 and 9.3 and Section 8 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans or the termination of this Agreement or any provision hereof.

9.6 Counterparts; Integration; Effectiveness . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

9.7 Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

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9.8 Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time with the prior written consent of the Administrative Agent (which consent shall not be required in connection with customary set-offs in connection with Cash Management Obligations and Specified Hedge Agreements), to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) (excluding payroll, tax withholding and trust accounts maintained in the ordinary course of business) at any time held and other obligations at any time owing by such Lender to or for the credit or the account of the ABL Administrative Borrower against any of and all the obligations of the ABL Administrative Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender shall notify the Administrative Agent and the ABL Administrative Borrower promptly after any such setoff.

9.9 Governing Law; Jurisdiction; Consent to Service of Process . (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Notwithstanding the foregoing, any party hereto may bring an action or proceeding in other jurisdictions in respect of its rights under any Security Document governed by a law other than the laws of the State of New York or, with respect to the Collateral, in a jurisdiction where such Collateral is located or deemed located.

(c) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.1. Nothing in this Agreement or any other Loan

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Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

9.10 WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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

9.12 Confidentiality . (a) Each of the Administrative Agent, the Co-Documentation Agents, any Arranger, each Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority claiming jurisdiction over it, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (provided that the applicable Agent, the Issuing Bank or such Lender, as applicable, shall notify the ABL Administrative Borrower as soon as practicable in the event of any such disclosure by such Person (other than at the request of a regulatory authority claiming jurisdiction over it) unless such notification is prohibited by applicable law, rule or regulation), (iv) to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (vi) to any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to the ABL Administrative Borrower and its obligations (provided, such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 9.12 or other provisions at least as restrictive as this Section 9.12), (vii) with the prior written consent of the ABL Administrative Borrower or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section 9.12 or (B) becomes available other than as a result of a breach of this Section 9.12 to the Administrative Agent, the Co-Documentation Agents, any Arranger, any Issuing Bank or any Lender on a nonconfidential

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basis from a source other than the ABL Administrative Borrower or any of its Affiliates. For the purposes of this Section, “Information” means all information received from Parent, the ABL Administrative Borrower or any of their Affiliates relating to Parent or the ABL Administrative Borrower or any of its Subsidiaries or businesses, other than any such information that is available other than as a result of a breach of this Section 9.12 to the Administrative Agent, the Co-Documentation Agents, any Arranger, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the ABL Administrative Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section 9.12 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information which shall in no event be less than commercially reasonable care. To the extent the list of Disqualified Institutions has been provided to any Lender requesting the same, Information shall not be disclosed to a Disqualified Institution that constitutes a Disqualified Institution at the time of such disclosure without the ABL Administrative Borrower’s prior written consent.

(b) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE ABL ADMINISTRATIVE BORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

(c) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE ABL ADMINISTRATIVE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE ABL ADMINISTRATIVE BORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS AND WARRANTS TO THE ABL ADMINISTRATIVE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

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requirements of the Act, it may be required to obtain, verify and record information that identifies the ABL Administrative Borrower, which information includes the name and address of the ABL Administrative Borrower and other information that will allow such Lender or such Agent, as applicable, to identify the ABL Administrative Borrower in accordance with the Act.

9.14 Release of Liens and Guarantees . (a) In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise Disposes of all or any portion of any of the Capital Stock or assets of any Loan Party to a Person that is not (and is not required hereunder to become) a Loan Party in a transaction permitted under this Agreement, the Liens created by the Loan Documents in respect of such Capital Stock or assets shall automatically terminate and be released without the requirement for any further action by any Person, and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the ABL Administrative Borrower and at the Borrowers’ expense to further document and evidence such termination and release of Liens created by any Loan Document in respect of such Capital Stock or assets, and, in the case of a transaction permitted under this Agreement the result of which is that a Loan Party would cease to be a Restricted Subsidiary or would become an Excluded Subsidiary, the Guarantee Obligations created by the Loan Documents in respect of such Loan Party (and all security interests granted by such Guarantor under the Loan Documents) shall automatically terminate and be released without the requirement for any further action by any Person, and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the ABL Administrative Borrower and at the Borrowers’ expense to further document and evidence such termination and release of such security interests and such Loan Party’s Guarantee Obligations in respect of the Obligations (including, without limitation, its Guarantee Obligations under the Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement). Any representation, warranty or covenant contained in any Loan Document relating to any such Capital Stock, asset or subsidiary of any Loan Party shall no longer be deemed to be made with respect thereto once such Capital Stock or asset or Subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of.

(b) Upon the payment in full of the Obligations (excluding Obligations in respect of (x) any Specified Hedge Agreements and Cash Management Obligations and (y) contingent reimbursement and indemnification obligations that are not then due and payable), all Liens created by the Loan Documents shall automatically terminate and be released without the requirement for any further action by any Person, and the Collateral Agent shall promptly (and the Lenders hereby authorize the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the ABL Administrative Borrower and at the Borrowers’ expense to further document and evidence such termination and release of Liens created by the Loan Documents, and the Guarantee Obligations created by the Loan Documents in respect of the Guarantors shall automatically terminate and be released without the requirement for any further action by any Person, and the Collateral Agent shall promptly (and the Lenders hereby authorize the Collateral Agent to) take such action and execute any such

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documents as may be reasonably requested by Parent or the ABL Administrative Borrower and at the Borrowers’ expense to further document and evidence such termination and release of the Guarantors’ Guarantee Obligations in respect of the Obligations (including, without limitation, the Guarantee Obligations under the Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement).

9.15 Enforcement Matters . Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against Parent, the ABL Administrative Borrower, any of its Restricted Subsidiaries or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 7.1 for the benefit of the Required Lenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 9.8 (subject to the terms of Section 2.21(c)), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then the Required Lenders (and no other Person) shall have the rights otherwise ascribed to the Administrative Agent at the instruction of the Required Lenders pursuant to Section 7.1.

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the Lender Parties are acting solely as principals and not as the agents or fiduciaries of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate, that it is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that the Lender Parties have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto. To the fullest extent permitted by law, each of the ABL Administrative Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Collateral Agent, any of their respective Affiliates or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby.

9.17 Interest Rate Limitation . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”). If any Agent, Issuing Bank or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the ABL Administrative Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent, the Issuing Bank or any Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

9.18 Security Documents and Intercreditor Agreements . (a) The parties hereto acknowledge and agree that any provision of any Loan Document to the contrary notwithstanding, prior to the discharge in full of all Term Loan Obligations, the Loan Parties shall not be required to act or refrain from acting under any Security Document with respect to the Term Priority Collateral in any manner that would result in a “Default” or “Event of Default” (as defined in any Term Loan Document) under the terms and provisions of the Term Loan Documents. Additionally, each Lender hereunder:

(b) consents to the subordination of Liens provided for in the ABL Intercreditor Agreement;

(c) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements; and

(d) authorizes and instructs the each of the Administrative Agent and the Collateral Agent to enter into the Intercreditor Agreements as a representative on behalf of such Lender.

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The foregoing provisions are intended as an inducement to the lenders under the Term Loan Credit Agreement to extend credit and such lenders are intended third party beneficiaries of such provisions and the provisions of the ABL Intercreditor Agreement.

The Administrative Agent and the Collateral Agent may from time to time enter into a modification of any Intercreditor Agreement, so long as the Administrative Agent reasonably determines that such modification is consistent with the terms of this Agreement.

9.19 Canadian Anti-Money Laundering Legislation . (a) Each Loan Party acknowledges that, pursuant to Canadian Anti-Money Laundering Legislation and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or any prospective assignee or participant of a Lender or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence.

(b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent:

(i) shall be deemed to have done so as an agent for each Lender, and this Agreement shall constitute a “written agreement” in such regard between each Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and

(ii) shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness.

Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other Agent has any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

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discharged only to the extent that, on the Business Day following the date the Administrative Agent receives payment of any sum so adjudged to be due hereunder in the Second Currency, the Administrative Agent may, in accordance with normal banking procedures, purchase, in the New York foreign exchange market, the Original Currency with the amount of the Second Currency so paid; and if the amount of the Original Currency so purchased or could have been so purchased is less than the amount originally due in the Original Currency, the ABL Administrative Borrower agrees as a separate obligation and notwithstanding any such payment or judgment to indemnify the Administrative Agent against such loss; and if the amount of the Original Currency so purchased or could have been so purchased is greater than the amount originally due in the Original Currency, the Administrative Agent agrees to remit such excess amount to the ABL Administrative Borrower. The term “rate of exchange” in this Section 9.19 means the spot rate at which the Administrative Agent, in accordance with normal practices, is able on the relevant date to purchase the Original Currency with the Second Currency, and includes any premium and costs of exchange payable in connection with such purchase.

9.21 Electronic Execution . The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided further, without limiting the foregoing, upon the request of the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart.

9.22 Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including (without limitation), if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

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(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

9.23 Lender Representations .

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

(i) such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans or the Revolving Credit Commitments,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Revolving Credit Commitments and this Agreement and the conditions of exemptive relief thereunder are and will continue to be satisfied in connection therewith,

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

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the ABL Administrative Borrower or any other Loan Party, that:

(i) none of the Administrative Agent or the Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),

(ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Revolving Credit Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),

(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Revolving Credit Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),

(iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Revolving Credit Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Revolving Credit Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and

(v) no fee or other compensation is being paid directly to the Administrative Agent or any of the Arrangers or any of their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Revolving Credit Commitments or this Agreement.

(c) The Administrative Agent and the Arrangers hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice

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

(signature pages follow)

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



GNC CORPORATION, as Parent

By:	/s/ Amy N. Davis
	Name: Amy N. Davis
	Title: Treasurer



GENERAL NUTRITION CENTERS, INC., as Borrower

By:	/s/ Amy N. Davis
	Name: Amy N. Davis
	Title: Treasurer



GENERAL NUTRITION INVESTMENT COMPANY GENERAL NUTRITION CORPORATION GNC CANADA HOLDINGS, INC. NUTRA MANUFACTURING, INC. GNC GOVERNMENT SERVICES, LLC GNC FUNDING, INC., as a Grantor

By:	/s/ Amy N. Davis
	Name: Amy N. Davis
	Title: Treasurer



LUCKY OLDCO CORPORATION, as a Grantor

By:	/s/ Tricia Tolivar
	Name: Tricia Tolivar
	Title: Executive Vice President and Chief Financial Officer



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

By:	/s/ James A. Knight
Name: James A. Knight
Title: Credit Risk Director



BARCLAYS BANK PLC, as a Lender

By:	/s/ Ronnie Glenn
Name: Ronnie Glenn
Title: Vice President



CITIZENS BANK OF PENNSYLVANIA, as a Lender

By:	/s/ A. Paul Dawley
Name: A. Paul Dawley
Title: Vice President



GOLDMAN SACHS BANK USA, as a Lender

By:	/s/ Charles D. Johnston
Name: Charles D. Johnston
Title: Authorized Signatory

Annex A

PRICING GRID FOR REVOLVING CREDIT LOANS



Average Historical Availability	Applicable Margin Eurodollar Loans	Applicable Margin for ABR Loans
> 67%	1.50%	0.50%
≤ 67% but > 33%	1.75%	0.75%
≤ 33%	2.00%	1.00%

Changes in the Applicable Margin with respect to Revolving Credit Loans resulting from changes in Average Historical Availability shall become effective on each Adjustment Date and shall remain in effect until the next change to be effected on any subsequent Adjustment Date. In the event that any Borrowing Base Certificate delivered pursuant to Section 5.9 is shown to be, or is acknowledged in writing by the ABL Administrative Borrower to be, inaccurate (at a time when this Agreement is in effect and unpaid Obligations under this Agreement are outstanding, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “ Applicable Period ”) than the Applicable Margin applied for such Applicable Period), then (x) the ABL Administrative Borrower shall promptly following written notice from the Administrative Agent deliver to the Administrative Agent a correct Borrowing Base Certificate required by Section 5.9 for such Applicable Period and (ii) the Borrowers shall promptly (and, in any event, within 10 days after such inaccuracy is discovered) pay to the Administrative Agent, for the benefit of the applicable Revolving Credit Lenders, the accrued additional interest owing as a result of such higher Applicable Margin for such Applicable Period. Nothing in this paragraph shall limit the right of the Administrative Agent or any Lender under Section 2.16 or Section 7.

Annex B

COMMITMENT FEE GRID



Average Historical Availability	Commitment Fee
> 50%	0.375%
≤ 50%	0.50%

Changes in the Commitment Fee resulting from changes in Average Historical Availability shall become effective on each Adjustment Date and shall remain in effect until the next change to be effected on any subsequent Adjustment Date. In the event that any Borrowing Base Certificate delivered pursuant to Section 5.9 is shown to be, or is acknowledged in writing by the ABL Administrative Borrower to be, inaccurate (at a time when this Agreement is in effect and unpaid Obligations under this Agreement are outstanding, and such inaccuracy, if corrected, would have led to the application of a higher Commitment Fee for any period (a “ Commitment Fee Applicable Period ”) than the Commitment Fee applied for such Applicable Period), then (x) the ABL Administrative Borrower shall promptly following written notice from the Administrative Agent deliver to the Administrative Agent a correct Borrowing Base Certificate required by Section 5.9 for such Applicable Period and (ii) the Borrowers shall promptly (and, in any event, within 10 days after such inaccuracy is discovered) pay to the Administrative Agent, for the benefit of the applicable Revolving Credit Lenders, the accrued additional amount owing as a result of such higher Commitment Fee for such Applicable Period. Nothing in this paragraph shall limit the right of the Administrative Agent or any Lender under Section 2.14 or Section 7.

$1,131,197,355.59

AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT

among

GNC CORPORATION,

as Parent,

GENERAL NUTRITION CENTERS, INC.,

as Borrower,

The Several Lenders
from Time to Time Parties Hereto,

BARCLAYS BANK PLC and
CITIZENS BANK, N.A.,

as Co-Documentation Agents,

GLAS TRUST COMPANY LLC

as Collateral Agent

and

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

Dated as of February 28, 2018

(amending and restating the Credit Agreement dated as of March 4, 2011, as amended)

JPMORGAN CHASE BANK, N.A.,
BARCLAYS BANK PLC and

CITIZENS BANK, N.A. ,
as Joint Lead Arrangers and Bookrunners

TABLE OF CONTENTS

Page



SECTION 1. DEFINITIONS		1

1.1	Defined Terms	1
1.2	Other Definitional Provisions	58
1.3	Classification of Loans and Borrowings	59
1.4	Accounting Terms; GAAP	59
1.5	Pro Forma Calculations	60
1.6	Classification of Permitted Items	61
1.7	Rounding	62
1.8	Currency Equivalents Generally	62
1.9	Limited Condition Transactions	62

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS		64

2.1	Tranche B Term Loans	67
2.2	[Reserved]	68
2.3	Repayment of Term Loans.	68
2.4	[Reserved]	65
2.5	Loans and Borrowings.	65
2.6	Request for Borrowing	65
2.7	[Reserved]	66
2.8	[Reserved]	66
2.9	Funding of Borrowings	63
2.1	Interest Elections	67
2.11	[Reserved]	68
2.12	Repayment of Loans; Evidence of Debt	68
2.13	Prepayment of Loans	69
2.14	Administrative Fees	71
2.15	Mandatory Prepayments	71
2.16	Interest	76
2.17	Alternate Rate of Interest	77
2.18	Increased Costs	78
2.19	Break Funding Payments	79
2.2	Taxes	80
2.21	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	83
2.22	Mitigation Obligations; Replacement of Lenders	84
2.23	[Reserved]	86
2.24	Incremental Facilities	86
2.25	Replacement Facilities	88
2.26	Extensions of Term Loans	90
2.27	Conversion of Tranche B Term Loans	91



SECTION 3. REPRESENTATIONS AND WARRANTIES		92

3.1	Financial Condition	92
3.2	No Change	92
3.3	Corporate Existence; Compliance with Law	93
3.4	Organizational Power; Authorization; Enforceable Obligations	93
3.5	No Legal Bar	93
3.6	No Material Litigation	93
3.7	No Default	94
3.8	Ownership of Property; Liens	94
3.9	Intellectual Property	94
3.1	Taxes	94
3.11	Federal Regulations	94
3.12	ERISA	95
3.13	Investment Company Act	95
3.14	Restricted Subsidiaries	95
3.15	Use of Proceeds	97
3.16	Environmental Matters	97
3.17	Accuracy of Information, etc.	98
3.18	Security Documents	98
3.19	Solvency	98
3.2	Patriot Act	98
3.21	Anti-Corruption Laws and Sanctions	98
3.22	EEA Financial Institution	98
3.23	Canadian Welfare and Pension Plans	98
3.24	Canadian Anti-Corruption and Canadian Anti-Money Laundering	99
SECTION 4. CONDITIONS PRECEDENT		99

4.1	[Reserved]	99
4.2	Conditions to Each Extension of Credit	99
SECTION 5. AFFIRMATIVE COVENANTS		100

5.1	Financial Statements	100
5.2	Certificates; Other Information	101
5.3	Payment of Obligations	102
5.4	Conduct of Business and Maintenance of Existence, etc.	103
5.5	Maintenance of Property; Insurance	104
5.6	Inspection of Property; Books and Records; Discussions	104
5.7	Notices	104
5.8	Environmental Laws	106
5.9	[Reserved].	106
5.1	Additional Collateral, etc.	106
5.11	Use of Proceeds	108
5.12	Further Assurances	108
5.13	Maintenance of Ratings	109



5.14	Fiscal Period	109
5.15	Designation of Subsidiaries	109
5.16	Anti-Corruption and Sanctions	110
5.17	Post-Closing Obligations	110
SECTION 6. NEGATIVE COVENANTS		110

6.1	Financial Condition Covenant	110
6.2	Limitation on Indebtedness	110
6.3	Limitation on Liens	117
6.4	Limitation on Fundamental Changes	117
6.5	Limitation on Disposition of Property	123
6.6	Limitation on Restricted Payments	125
6.7	[Reserved]	109
6.8	Limitation on Investments	129
6.9	Limitation on Optional Payments and Modifications of Junior Material Debt Instruments and Organizational Documents, etc.	128
6.1	Limitation on Transactions with Affiliates	130
6.11	Limitation on Sales and Leasebacks	130
6.12	[Reserved]	131
6.13	Limitation on Negative Pledge Clauses	131
6.14	Limitation on Restrictions on Restricted Subsidiary Distributions	132
6.15	Limitation on Lines of Business	132
6.16	Limitation on Activities of Parent	133
6.17	Canadian Pension Plans	133
SECTION 7. EVENTS OF DEFAULT		138

7.1	Events of Default.	138
7.2	Right to Cure.	139

SECTION 8. THE AGENTS		142

8.1	Appointment	142
8.2	Delegation of Duties	143
8.3	Exculpatory Provisions	144
8.4	Reliance by Administrative Agent	145
8.5	Notice of Default	145
8.6	Non-Reliance on Agents and Other Lenders	146
8.7	Indemnification	147
8.8	Agent in Its Individual Capacity	147
8.9	Successor Administrative Agent	147
8.10	Effect of Resignation or Removal	147
8.11	Co-Documentation Agents, Syndication Agent and Arranger	147
8.12	Administrative Agent may File Proofs of Claim; Credit Bidding	148
8.13	Collateral and Guarantee Matters	148
8.14	Appointment of Borrower	149
SECTION 9. MISCELLANEOUS		150

iii



9.1	Notices	150
9.2	Waivers; Amendments	150
9.3	Expenses; Indemnity; Damage Waiver	154
9.4	Successors and Assigns	150
9.5	Survival	156
9.6	Counterparts; Integration; Effectiveness	156
9.7	Severability	156
9.8	Right of Setoff	156
9.9	Governing Law; Jurisdiction; Consent to Service of Process	157
9.1	WAIVER OF JURY TRIAL	157
9.11	Headings	158
9.12	Confidentiality	158
9.13	USA PATRIOT Act	159
9.14	Release of Liens and Guarantees	159
9.15	Enforcement Matters	160
9.16	No Fiduciary Duty	160
9.17	Interest Rate Limitation	161
9.18	Security Documents and Intercreditor Agreements	161
9.19	Canadian Anti-Money Laundering Legislation	162
9.2	Judgment Currency	163
9.21	Electronic Execution	163
9.22	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	165
9.23	Lender Representations.	170
9.24	Amendment and Restatement.	171



SCHEDULES:

1.1	Mortgaged Property
2.1	Lenders
3.4	Consents, Authorizations, Filings and Notices
3.14(a)	Restricted Subsidiaries
3.14(b)	Agreements Related to Capital Stock
5.17	Post-Closing Schedule
6.2(d)	Existing Indebtedness
6.3(f)	Existing Liens
6.8(p)	Existing Investments
6.1	Affiliate Transactions
6.13	Existing Negative Pledge Clauses

EXHIBITS:

A	Form of Compliance Certificate
B	Form of Closing Certificate
C-1	Form of Assignment and Assumption
C-2	Form of Affiliated Lender Assignment and Assumption
D	Form of Term Note
E-1	Form of U.S. Tax Certificate (For Non-U.S. Lenders that are not Partnerships)
E-2	Form of U.S. Tax Certificate (For Non-U.S. Lenders that are Partnerships)
E-3	Form of U.S. Tax Certificate (For Non-U.S. Participants that are not Partnerships)
E-4	Form of U.S. Tax Certificate (For Non-U.S. Participants that are Partnerships)
F	Form of Borrowing Request
G	Solvency Certificate
H	Pari Passu Intercreditor Agreement Terms
I	Junior Lien Intercreditor Agreement Terms

AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT, dated as of February 28, 2018, among GNC CORPORATION, a Delaware corporation (“ Parent ”), GENERAL NUTRITION CENTERS, INC., a Delaware corporation (the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Lenders ”), BARCLAYS BANK PLC and CITIZENS BANK, N.A., as co-documentation agents (in such capacities, the “ Co-Documentation Agents ”), JPMORGAN CHASE BANK, N.A., as administrative agent (together with its successors in such capacity, the “ Administrative Agent ”) and GLAS TRUST COMPANY LLC, as collateral agent (together with its successors in such capacity, the “ Collateral Agent ”).

W I T N E S S E T H :

1. The Borrower is a party to the Credit Agreement, dated as of March 4, 2011, among Parent, the Borrower, the several banks and other financial institutions or entities parties thereto as lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (as amended and restated by that certain Credit Agreement, dated as of November 26, 2013 (the “ 2013 Closing Date ”), among Parent, the Borrower, the several banks and other financial institutions or entities parties thereto as lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, and as further amended, amended and restated, supplemented or modified prior to the Amendment Effective Date, the “ Existing Credit Agreement ”).

2. The Borrower desires to amend and restate the Existing Credit Agreement pursuant to this Agreement. All indebtedness, obligations and liabilities, as amended and restated hereby, and all Liens existing under the Existing Credit Agreement and other Loan Documents (as defined in the Existing Credit Agreement) will continue in full force and effect, uninterrupted and unimpaired, as amended as set forth herein and in the Loan Documents delivered or otherwise continued in connection herewith.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree to amend and restate the Existing Credit Agreement as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ 2013 Closing Date ”: as defined in the recitals hereto.

“ ABL Administrative Agent ”: as defined in the definition of “ABL Credit Agreement”.

“ ABL Credit Agreement ”: that certain ABL Credit Agreement, dated as of February 28, 2018, among Parent, the Borrower, the Subsidiaries party thereto as borrowers, the several banks and other financial institutions or entities from time to time party thereto as lenders

and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacities, the “ ABL Administrative Agent ”).

“ ABL Intercreditor Agreement ”: the Intercreditor Agreement, dated as of the Amendment Effective Date, by and among the Administrative Agent, the Collateral Agent, the ABL Administrative Agent and the Loan Parties, as amended, restated, supplemented or otherwise modified from time to time (including any joinder to the ABL Intercreditor Agreement by one or more Representatives for holders of one or more classes of Incremental Equivalent Debt (to the extent secured by Liens that are pari passu (without regard to control of remedies or application of payments) with the Liens securing the Obligations), Permitted Pari Passu Secured Refinancing Debt, “Permitted Pari Passu Secured FILO Refinancing Debt” (as defined in the ABL Credit Agreement) and/or other Indebtedness expressly permitted by Section 6.2 and permitted by Section 6.3 to be secured by Liens on the Collateral that are pari passu (without regard to control of remedies or application of payments) with the Liens securing the Obligations).

“ ABL Loan Documents ”: the ABL Credit Agreement and the other “Loan Documents” under and as defined in the ABL Credit Agreement.

“ ABL Loans ”: the “Loans” (under and as defined in the ABL Credit Agreement).

“ ABL Obligations ”: the “Obligations” (under and as defined in the ABL Credit Agreement).

“ ABL Priority Collateral ”: the “ABL Priority Collateral” (under and as defined in the ABL Intercreditor Agreement).

“ Additional Lenders ”: any Eligible Assignee that makes an Incremental Term Loan or Replacement Term Loan.

“ Administrative Agent ”: as defined in the preamble hereto.

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

“ Affiliated Lender ”: any Affiliate of Parent other than (i) Parent or any Subsidiary of Parent and (ii) any natural Person.

“ Affiliated Lender Assignment and Assumption ”: as defined in Section 9.4(g).

“ Agents ”: the collective reference to the Administrative Agent, the Collateral Agent and the Co-Documentation Agents.

“ Aggregate Exposure ”: with respect to any Lender at any time, an amount equal to the aggregate then unpaid principal amount of such Lender’s Term Loans.

“ Aggregate Exposure Percentage ”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“ Agreement ”: this Credit Agreement, as amended, amended and restated, supplemented or otherwise modified from time to time.

“ All-In Yield ” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees, a LIBO Rate or ABR floor, or otherwise, in each case, incurred or payable by the Borrower generally to all the lenders of such indebtedness; provided that original issue discount and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of the incurrence of the applicable Indebtedness); provided , further , that “All-In Yield” shall not include customary arrangement fees, structuring fees, syndication fees, commitment fees, underwriting fees and similar fees not shared with all lenders of such Indebtedness.

“ Alternate Base Rate ”: 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 ½ of 1%, (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1% and (d) with respect to ABR Loans that are Tranche B Term Loans, 1.75%; provided that for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the Screen Rate (or if the Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.17 hereof, then the Alternate Base Rate shall be the greatest of clauses (a), (b) and (d) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Amendment Agreement ”: the Amendment and Restatement Agreement, dated as of February 28, 2018, among Parent, the Borrower, the Subsidiary Guarantors, certain Term Loan Lenders, the “Issuing Bank” and certain “Revolving Credit Lenders” (each as defined in the Existing Credit Agreement), the Administrative Agent and the Collateral Agent.

“ Amendment Effective Date ”: the date on which the conditions precedent set forth in Section 4 of the Amendment Agreement shall have been satisfied or waived, which date is February 28, 2018.

“ Amendment Transactions ”: the collective reference to the execution, delivery and performance by the Borrower of the Amendment Agreement, this Agreement and the ABL Credit Agreement and the transactions contemplated thereby, the borrowings and issuances thereunder and the use of the proceeds hereof and thereof.

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

“ Applicable Margin ”:

(a)(i) for Tranche B-1 Term Loans that are Eurodollar Loans, 2.50% per annum and (ii) for Tranche B-1 Term Loans that are ABR Loans, 1.50% per annum;

(b)(i) for Tranche B-2 Term Loans that are Eurodollar Loans, 8.75% per annum and (ii) for Tranche B-2 Term Loans that are ABR Loans, 7.75% per annum; provided that

(x) at any time on and after May 28, 2018 that (and only for so long as) the Tranche B-2 Term Loans are not rated B2 (or higher) by Moody’s and B (or higher) by S&P, (i) the Applicable Margin for Tranche B-2 Term Loans that are Eurodollar Loans shall be 9.25% per annum and (ii) the Applicable Margin for Tranche B-2 Term Loans that are ABR Loans shall be 8.25% per annum (unless at such time an aggregate principal amount of at least $275,000,000 of (I) Term Loans, (II) permitted Indebtedness that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Obligations or the “Obligations” under and as defined in the ABL Credit Agreement, (III) “FILO Term Loans” (as defined in the ABL Credit Agreement) under the ABL Credit Agreement (or any refinancing thereof that does not constitute Junior Lien Obligations) or (IV) “Revolving Credit Loans” (as defined in the ABL Credit Agreement) under the ABL Credit Agreement (or any refinancing thereof that does not constitute Junior Lien Obligations) (to the extent that, with respect to such “Revolving Credit Loans”, “Revolving Credit Commitments” (as defined in the ABL Credit Agreement) in a corresponding amount are permanently reduced or terminated in connection with any such prepayment), have been prepaid or repaid (or, in the case of Term Loans, repurchased pursuant to Section 9.4(g)) (other than repayments on account of scheduled amortization payments), in which case at all such times (subject to clause (y) below) (i) the Applicable Margin for Tranche B-2 Term Loans that are Eurodollar Loans shall be 8.75% per annum and (ii) the Applicable Margin for Tranche B-2 Term Loans that are ABR Loans shall be 7.75% per annum), and

(y) at any time

(A) if (and only for so long as) the Tranche B-2 Term Loans are rated Ba3 (or higher) by Moody’s and BB- (or higher) by S&P, or

(B) after an aggregate principal amount of at least $275,000,000 of (I) Term Loans, (II) permitted Indebtedness that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Obligations or the “Obligations” under and as defined in the ABL Credit Agreement, (III) “FILO Term Loans” (as defined in the ABL Credit Agreement) under the ABL Credit Agreement (or any refinancing thereof that does not constitute Junior Lien Obligations) or (IV) “Revolving Credit Loans” (as defined in the ABL Credit Agreement) under the ABL Credit Agreement (or any refinancing thereof that does not constitute Junior Lien Obligations) (to the extent that, with respect to such “Revolving Credit Loans”, “Revolving Credit Commitments” (as defined in the ABL Credit Agreement) in a corresponding amount are permanently reduced or terminated in connection with any such prepayment), have been prepaid or repaid (or, in the case of Term Loans, repurchased pursuant to Section 9.4(g)) (other than repayments on account of scheduled amortization payments) and the Tranche B-2 Term Loans are rated B2 (or higher) by Moody’s and B (or higher) by S&P,

then (i) the Applicable Margin for Tranche B-2 Term Loans that are Eurodollar Loans shall be 8.25% per annum and (ii) the Applicable Margin for Tranche B-2 Term Loans that are ABR Loans shall be 7.25% per annum;

(c) for any Incremental Term Loan, the “Applicable Margin” as set forth in the Incremental Facility Amendment relating thereto;

(d) for any Replacement Term Loan, the “Applicable Margin” as set forth in the Replacement Facility Amendment relating thereto; and

(e) for any Extended Term Loan, the “Applicable Margin” as set forth in the Extension Amendment relating thereto;

provided that any adjustment to the Applicable Margin described above that is based on a change in rating shall be effective on the first Business Day following the date on which the applicable change in rating is first publicly announced by S&P and/or Moody’s, as applicable.

“ Arranger ”: each of JPMorgan Chase Bank, N.A., Barclays Bank PLC and Citizens Bank, N.A.

Subsidiary), other than (i) any such Dispositions resulting in aggregate Net Cash Proceeds to Parent, the Borrower or any of its Restricted Subsidiaries (for all such Dispositions during such fiscal year) not exceeding $8,000,000 during any fiscal year of the Borrower, and (ii) any Disposition whether in a single transaction or through a series of related Dispositions resulting in aggregate Net Cash Proceeds to Parent, the Borrower or any of its Restricted Subsidiaries not exceeding $2,000,000 (any Net Cash Proceeds excluded from the definition of “Asset Sale” pursuant to clause (i) or (ii) above, “ Excluded Proceeds ”).

“ Assignment and Assumption ”: an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.4), and accepted by the Administrative Agent, in the form of Exhibit C-1 or any other form approved by the Administrative Agent and the Borrower.

“ Attributable Indebtedness ”: when used with respect to any Sale and Leaseback Transaction, as at the time of determination, the present value (discounted at a rate equivalent to the Borrower’s then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.

“ Available Basket ”: as of any date of determination, an amount equal to (without duplication):

(a) the sum of:

(i) the Available Excess Cash Flow Amount on such date plus

(ii) the cumulative amount of cash proceeds from the sale of Capital Stock (or convertible debt securities that have been converted into or exchanged for Capital Stock) of, and equity contributions to, Parent after the Amendment Effective Date (other than sales of Disqualified Capital Stock and Cure Contributions and Cure Securities) which proceeds (A) have been used to make an intercompany advance or common equity contribution to, or purchase of common equity of, the Borrower and (B) have not previously been applied (independently from any utilization of the Available Basket) in determining the permissibility of a transaction under the Loan Documents where such permissibility was contingent on receipt of such amount or utilization of such amount for a specified purpose) plus

(iii) the cumulative amount of cash proceeds of indebtedness and Disqualified Capital Stock of the Borrower or any Restricted Subsidiary (other than proceeds received from a Restricted Subsidiary) issued after the Amendment Effective Date which has been exchanged for or converted into Capital Stock of the Borrower or any direct or indirect parent of the Borrower, in each case that does not constitute Disqualified Capital Stock plus

(iv) an amount equal to the aggregate amount of all returns, repayments, interest, profits, distributions, income and similar amounts received in cash or Cash Equivalents in respect of Investments made pursuant to Section 6.8(y) after the Amendment Effective Date (including as the result of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary); minus

(b) the sum of (i) the amount of cash dividends made by the Borrower pursuant to Section 6.6(h) in reliance on the Available Basket, (ii) Investments made pursuant to Section 6.8(y) and (iii) optional prepayments, repurchases and redemptions made pursuant to Section 6.9(a)(ii); in each case in this clause (b) made after the Amendment Effective Date.

“ Available Excess Cash Flow Amount ”: at any date of determination, an amount equal to (a) the sum of the amounts of Excess Cash Flow in excess of zero for all Excess Cash Flow Periods ending on or prior to the date of determination, minus (b) the sum at the time of determination of the aggregate amount of prepayments of Term Loans made (or required to be made) pursuant to Section 2.15(d) through the date of determination.

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

“ Bankruptcy Event ”: with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, interim receiver, monitor, 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, 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, provided , further , that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or

such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“ Board ”: the Board of Governors of the Federal Reserve System of the United States of America (or any successor).

“ Borrower ”: as defined in the preamble hereto.

“ Borrower Materials ”: as defined in Section 5.2.

“ Borrowing ”: Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

“ Borrowing Request ”: a request by the Borrower for a Borrowing substantially in the form of Exhibit G or such other form as may be approved by the Administrative Agent.

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

“ Canadian Dollars ” and “ C$ ”: lawful currency of Canada.

“ Canadian Guarantor ”: General Nutrition Centres Company, an unlimited liability company organized under the laws of Nova Scotia.

of the foregoing, including convertible securities but excluding debt securities convertible or exchangeable into any of the foregoing.

“ Cash Equivalents ”: (a) United States and Canadian dollars; (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business and not for speculation; (c) securities and other obligations issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government ( provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition; (d) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any Lender or with any domestic or foreign bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia or any U.S. branch of a foreign bank having, capital and surplus of not less than $500,000,000; (e) repurchase obligations for underlying securities of the types described in clauses (c) and (d) above or clause (g) below entered into with any financial institution meeting the qualifications specified in clause (d) above; (f) commercial paper rated at least P-2 by Moody’s Investor Service, Inc. or at least A-2 by Standard & Poor’s Rating Services (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and, in each case, maturing within one year after the date of acquisition; (g) marketable short-term money market and similar highly liquid funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency); (h) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an investment grade rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) with maturities of one year or less from the date of acquisition; (i) Investments with average maturities of one year or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency); (j) short-term obligations of, or fully guaranteed by, the government of Canada, (k) short-term obligations of, or fully guaranteed by, the government of a Province of Canada, in each case having a rating of "A-" (or the then equivalent grade) or better by a nationally recognized rating agency and (l) investment funds investing substantially all of their assets in Cash Equivalents of the kinds described in clauses (a) through (k) of this definition.

Guarantor or by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (a) through (l) and in this paragraph.

“ Cash Management Obligations ”: obligations owed by any Loan Party to any Qualified Counterparty in respect of or in connection with Cash Management Services and designated by the Qualified Counterparty and the Borrower in writing to the Administrative Agent as “Cash Management Obligations”; provided that in no event shall “Cash Management Obligations” under and as defined in the ABL Credit Agreement constitute Cash Management Obligations hereunder.

“ Cash Option ”: as defined in the Amendment Agreement.

“ Cash Option Lender ”: as defined in the Amendment Agreement.

“ CFC ”: a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“ Change in Law ”: (a) the adoption of any law, rule or regulation after the date of this Agreement or, if later, the date on which the applicable Lender becomes a Lender hereunder (a “ Later Date ”), (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or, if later, the date on which the applicable Lender becomes a Lender hereunder, or (c) compliance by any Lender (or, for purposes of Section 2.18(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement or, if later, the date on which the applicable Lender becomes a Lender hereunder. Notwithstanding anything herein to the contrary (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted, issued or implemented.

“ Change of Control ”: the occurrence of any of the following events: (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of Holdings or any of its Subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) shall become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Capital Stock representing more than 51% of the ordinary voting power for the election of directors of Holdings (determined on a fully diluted basis but not giving effect to contingent voting rights which have not vested); (b) Parent shall cease to own and control, of record and beneficially, directly, 100% of each class of outstanding Capital Stock of the Borrower free and clear of all Liens (except Permitted Liens); (c) Holdings shall cease to beneficially own (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly) and control, directly or indirectly, 100% of each class of outstanding Capital Stock of the Parent; or (d) a Specified Change of Control.

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

“ Co-Documentation Agents ”: as defined in the preamble hereto.

“ Collateral Agent ”: as defined in the preamble hereto.

“ Commitment ”: with respect to any Lender, each Term Loan Commitment of such Lender.

“ Commodity Exchange Act ”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“ Commonly Controlled Entity ”: an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Sections 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ Company Intellectual Property ”: as defined in Section 3.9.

“ Compliance Certificate ”: a certificate duly executed by a Responsible Officer, substantially in the form of Exhibit A.

“ Consolidated Current Assets ”: of the Borrower at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the

caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries at such date.

“ Consolidated Current Liabilities ”: of the Borrower at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries at such date, excluding, to the extent otherwise included therein (a) the current portion of any Funded Debt and (b) revolving loans, swingline loans and letter of credit obligations under the ABL Credit Agreement or any other revolving credit facilities or revolving lines of credit.

“ Consolidated EBITDA ”: of the Borrower for any period (a) Consolidated Net Income of the Borrower and its Restricted Subsidiaries for such period plus (b) without duplication and to the extent deducted in determining such Consolidated Net Income for such period (except with respect to clauses (xii) and (xiv) below), the sum of

(i) provision for taxes based on income, profits or capital of the Borrower and the Restricted Subsidiaries, including state, franchise and similar taxes for such period,

(ii) total interest expense (net of interest income to the extent not already included in total interest expense for such period) and, to the extent not reflected in such total interest expense, increased by payments made in respect of hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk (minus any payments received in respect of such hedging obligations or other derivative instruments), amortization or write off of debt discount and debt issuance costs and commissions and discounts and other fees and charges (including bank fees) associated with Indebtedness (including (A) the Term Loans, and (B) the loans and letters of credit under the ABL Credit Agreement),

(iii) depreciation and amortization expense,

(iv) amortization of intangibles (including, but not limited to, goodwill) and organization costs,

(v) any unusual or non-recurring expenses or losses,

(vi) any expenses or charges related to any issuance or sale or redemption or repurchase of Capital Stock, Investment, Disposition, recapitalization or the incurrence of Indebtedness, in each case to the extent permitted by this Agreement and whether or not consummated, and any amendment or modification to the terms of any such transactions (and, for the avoidance of doubt, including such fees, expenses or charges related to the Amendment Transactions), any other fees or expenses paid in connection with the Amendment Transactions, and any fees or expenses paid in connection with direct or indirect sales of Capital Stock of Holdings and, except to the extent intended to benefit Subsidiaries of Holdings other than Parent and its Subsidiaries, other strategic transactions of Holdings (whether or not consummated),

(vii) non-cash compensation expense and any other non-cash charges (including any writeoffs or writedowns),

(ix) costs and expenses not in the ordinary course of business relating to pre-opening and opening costs for stores, and signing, retention and completion bonuses,

(xi) minority interest expense and any other deductions attributable to minority interests,

(xiii) any costs or expenses incurred by the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholders agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of issuances of Capital Stock of the Borrower (other than Disqualified Capital Stock), and

(xiv) cost savings, operating expense reductions, other operating improvements and synergies relating to Pro Forma Transactions (to the extent permitted by Section 1.5(c)) and minus ,

(i) interest income on cash and Cash Equivalents and other similar securities (except to the extent deducted in determining total interest expense),

(ii) any unusual or non-recurring income or gains,

(iv) all cash payments made during such period on account of non-cash charges added to Consolidated Net Income pursuant to clause (b)(vii) above in such period or in a prior period,

“ Consolidated Net Income ”: of the Borrower for any period, the consolidated net income (or loss) of the Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided , that in calculating Consolidated Net Income of the Borrower and its consolidated Restricted Subsidiaries for any period, there shall be excluded, without duplication,

(a) the income (or deficit) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Restricted Subsidiaries,

(b) the income (or deficit) of any Person (other than a Restricted Subsidiary of the Borrower) in which the Borrower or any of its Restricted Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or a Restricted Subsidiary in the form of dividends or distributions,

(c) (c) solely for the purpose of determining Excess Cash Flow, the undistributed earnings of any Restricted Subsidiary of the Borrower (other than a Subsidiary Guarantor) to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than any Loan Document or any ABL Loan Document) or Requirement of Law applicable to such Restricted Subsidiary unless such restriction or prohibition with respect to the declaration or payment of dividends or similar distributions has been legally waived ( provided that Consolidated Net Income will be increased by the amount of dividends or other distributions to the Borrower or a Restricted Subsidiary not subject to such restriction or prohibition in respect of such period, to the extent not already included therein),

(e) effects of adjustments (including the effects of such adjustments pushed down to the Borrower and the Restricted Subsidiaries) in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of recapitalization accounting

or purchase accounting, as the case may be, in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes,

(f) any net after-tax non-cash income (or loss) from discontinued operations,

(i) any net after-tax extraordinary gains or losses or expenses, and

In addition, to the extent not already included in the Consolidated Net Income of such Person or its Subsidiaries, notwithstanding anything to the contrary in the foregoing (but without duplication of any of the foregoing exclusions and adjustments), Consolidated Net Income shall include the amount of (i) proceeds received from business interruption insurance in respect of expenses, charges or losses with respect to business interruption and (ii) reimbursements of any expenses and charges in connection with any Investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder to the extent reducing Consolidated Net Income that are actually received and covered by third-party indemnification or other reimbursement provisions.

“ Consolidated Net First Lien Leverage Ratio ”: as at any date of determination, the ratio of (a)(i) the aggregate principal amount of Consolidated Total Debt on such date (including, for the avoidance of doubt, any Term Loans and ABL Loans) that is secured by Liens on any assets of the Borrower or its Restricted Subsidiaries that are not contractually subordinated in right of security to any other Liens on such assets less (ii) the aggregate amount of Unrestricted Cash (not to exceed $150,000,000) on such date to (b) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date.

“ Consolidated Net Senior Secured Leverage Ratio ”: as at any date of determination, the ratio of (a)(i) the aggregate principal amount of Consolidated Total Debt on such date that is secured by Liens on any assets of the Borrower or its Restricted Subsidiaries less (ii) the aggregate amount of Unrestricted Cash (not to exceed $150,000,000) on such date to (b) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date.

“ Consolidated Net Total Leverage Ratio ”: as at any date of determination, the ratio of (a)(i) the aggregate principal amount of Consolidated Total Debt on such date less (ii) the aggregate amount of Unrestricted Cash (not to exceed $150,000,000) on such date to (b) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date.

“ Consolidated Total Debt ”: at any date an amount equal to the sum of, without duplication, (a) the aggregate outstanding principal amount of all Indebtedness of the Borrower and its Restricted Subsidiaries at such date that would be classified as a liability on the consolidated balance sheet of the Borrower, in accordance with GAAP, consisting of Indebtedness for borrowed money (other than intercompany Indebtedness (i) among Parent and its Subsidiaries and (ii) between Holdings and any of its Subsidiaries to the extent (in the case of this clause (ii)) outstanding on the Amendment Effective Date), unreimbursed obligations in respect of drawn letters of credit, Capital Lease Obligations and Indebtedness secured by Purchase Money Security Interests and (b) the aggregate outstanding principal amount of the Convertible Senior Notes (or, without duplication of clause (a), any refinancing thereof with Indebtedness for which the Borrower or any of its Restricted Subsidiaries is an obligor); provided that (x) any unreimbursed amount under letters of credit shall not be counted as Consolidated Total Debt until expiration of the applicable reimbursement period after such amount is drawn (it being understood that any borrowing of loans, whether automatic or otherwise, to fund such reimbursement shall be counted) and (y) any Indebtedness that has been legally defeased or Effectively Discharged or in respect of which satisfaction or discharge has taken place will not constitute “Consolidated Total Debt”.

“ Consolidated Working Capital ”: at any date, the difference of (a) Consolidated Current Assets of the Borrower on such date less (b) Consolidated Current Liabilities of the Borrower on such date.

“ Contractual Obligation ”: with respect to any Person, any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

“ Convertible Notes Indenture ”: as defined in the definition of “Convertible Senior Notes”.

“ Convertible Notes Trustee ”: as defined in the definition of “Convertible Senior Notes”.

“ Convertible Senior Notes ”: the 1.50% Convertible Senior Notes due August 15, 2020 issued under that certain indenture dated as of August 10, 2015, among Holdings, Parent, the Borrower and the other subsidiaries party thereto, and Bank of New York Mellon Trust Company, N.A., as trustee (the “ Convertible Notes Trustee ” and such indenture, the “ Convertible Notes Indenture ”) and having an aggregate outstanding principal amount not to exceed (i) $190,000,000 less (ii) any repayments, prepayments, retirements, reductions, redemptions or other acquisitions thereof following the Amendment Effective Date.

“ Credit Party ”: the Administrative Agent or any other Lender.

“ Cure Amount ”: as defined in Section 7.2.

“ Cure Contributions ”: as defined in Section 7.2.

“ Cure Date ”: as defined in Section 7.2.

“ Cure Right ”: as defined in Section 7.2.

“ Cure Securities ”: as defined in Section 7.2.

“ Customary Intercreditor Agreement ”: (a) to the extent executed in connection with the incurrence of secured Indebtedness incurred by a Loan Party, the Liens on the Collateral securing which are intended to be pari passu with any Liens on the Collateral securing the Obligations (but without regard to the control of remedies or application of payments), (i) the Pari Passu Intercreditor Agreement, (ii) the ABL Intercreditor Agreement and (iii) if there are any Junior Lien Obligations outstanding at the time of such incurrence of secured Indebtedness, the Junior Lien Intercreditor Agreement, and (b) to the extent executed in connection with the incurrence of Junior Lien Obligations, the Junior Lien Intercreditor Agreement.

“ Debtor Relief Laws ”: the Bankruptcy Code of the United States, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding Up and Restructuring Act (Canada), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada or other applicable jurisdictions from time to time in effect.

“ Declined Proceeds ”: as defined in Section 2.13(f).

“ Declining Lender ”: as defined in Section 2.13(f).

“ Default ”: any of the events specified in Section 7, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

after written request by the Administrative Agent, 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) to fund prospective Loans (unless such Lender 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) under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Administrative Agent’s receipt of such certification in form and substance reasonably satisfactory to the Administrative Agent, or (d) has become the subject of a Bankruptcy Event or Bail-in Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower and each other Lender promptly following such determination.

“ Disqualified Capital Stock ”: any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Capital Stock which is not otherwise Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Capital Stock which is not otherwise Disqualified Capital Stock), in whole or in part, (iii) provides for the scheduled payments or dividends in cash, or (iv) is or becomes convertible into or exchangeable for Indebtedness or any other Capital Stock that would constitute Disqualified Capital Stock, in each case, prior to the date that is 91 days after the then Latest Maturity Date at the time of issuance, except, in the case of clauses (i) and (ii), if as a result of a change of control event or asset sale or other Disposition or casualty event, so long as any rights of the holders thereof to require the redemption thereof upon the occurrence of such a change of control event or asset sale or other Disposition or casualty event are subject to the prior payment in full of the Obligations; provided that if such Capital Stock is issued pursuant to a plan for the benefit of employees of Parent, the Borrower or any of its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by Parent, the Borrower or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“ Disqualified Institution ”:


(1)	any Person that is or controls a competitor of the Borrower or any of its Subsidiaries and is identified by the Borrower in writing to the Administrative Agent from time to time on or after the Amendment Effective Date; or


(2)	any Affiliate of any of the foregoing Persons that is (i) reasonably identifiable solely on the basis of the similarity of such Affiliate’s name (but excluding any such Affiliate that is

primarily engaged in, or that advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and with respect to which such foregoing Person does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such Affiliate) or (ii) identified by the Borrower to the Administrative Agent in writing from time to time on or after the Amendment Effective Date;

provided that any updates, modifications, deletions and/or supplements to the list of Disqualified Institutions, including the designation of any Disqualified Institution after the Amendment Effective Date pursuant to clause (1) or clause (2) above, (x) shall not apply retroactively to disqualify any Lender that has previously acquired an assignment or participation interest in any Term Loan (or that is a party to a pending assignment or participation as of the date of such designation), (y) shall be delivered by the Borrower to JPMDQ_Contact@jpmorgan.com (and failure to so deliver any such update, modification, deletion and/or supplement shall render such update, modification, deletion and/or supplement not received and ineffective) and (z) shall become effective three Business Days after such update, modification, deletion and/or supplement is delivered in accordance with the foregoing clause (y).

“ Dollars ” and “ $ ”: lawful currency of the United States of America.

“ Domestic Subsidiary ”: a Restricted Subsidiary that is incorporated, organized or otherwise formed under the laws of the United States, any State thereof or the District of Columbia.

“ Duration Fee ”: as defined in Section 2.14(a).

“ Dutch Auction ”: an auction of Term Loans conducted pursuant to Section 9.4(g) to allow a Purchasing Borrower Party to prepay Term Loans at a discount to par value and on a non pro rata basis in accordance with the applicable Dutch Auction Procedures.

“ Dutch Auction Procedures ”: with respect to a purchase or prepayment of Term Loans by a Purchasing Borrower Party pursuant to Section 9.4(g), Dutch auction procedures as reasonably agreed upon by such Purchasing Borrower Party and the Administrative Agent.

“ Early Consenter ”: as defined in the Amendment Agreement.

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 ”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ Effectively Discharged ,” “ Effectively Discharge ” and “ Effective Discharge ”: with respect to the Convertible Senior Notes, that (i) there has been irrevocably deposited with the Convertible Notes Trustee, for the benefit of the holders of the Convertible Senior Notes (it being understood that the Administrative Agent and the Lenders shall be third party beneficiaries of such irrevocable deposit arrangement), cash in an amount equal to the sum of all remaining interest and principal payments due on the Convertible Senior Notes (together with any other cash consideration due in respect of each conversion of Convertible Senior Notes that has not been fully settled as of the time of such deposit) with irrevocable instructions from Holdings that the Convertible Notes Trustee make such payments to the holders of the Convertible Senior Notes as the same becomes due in accordance with the Convertible Notes Indenture (provided, however, that (x) such deposit may instead be made with an escrow agent with irrevocable instructions to make such payments to the Convertible Notes Trustee, for the benefit of the holders of the Convertible Senior Notes (it being understood that the Administrative Agent and the Lenders shall be third party beneficiaries of such irrevocable deposit arrangement), as the same becomes due in accordance with the Convertible Notes Indenture; and (y) in either case, such deposit may be subject to arrangements (which arrangements shall be reasonably satisfactory to the Administrative Agent and shall, among other things, provide that neither the Borrower nor any of its Subsidiaries shall have any rights in any amounts so deposited while such funds remain on deposit) whereby any cash or other property not necessary to pay amounts due on the Convertible Senior Notes as they become due (1) shall be returned to Holdings after none of the Convertible Senior Notes remain outstanding (it being understood that neither the Borrower nor any of its Subsidiaries shall have any rights to such funds prior to such time) and (2) thereafter, if such deposit was originally funded with the proceeds of Restricted Payments or repayments of Junior Debt made by the Borrower, shall promptly upon receipt thereof by Holdings be returned or otherwise contributed to the Borrower); and (ii) Holdings has (or is deemed to have) irrevocably elected, pursuant to Section 14.02(e) of the Convertible Notes Indenture, that the “Settlement Method” applicable to all subsequent conversions of the Convertible Senior Notes will be either “Physical Settlement” or “Combination Settlement” with a “Specified Dollar Amount” (as such terms are defined in the Convertible Notes Indenture) of no more than $1,000 per $1,000 principal amount of Convertible Senior Notes.

“ Eligible Assignee ”: (i) any Lender, any Affiliate of a Lender and any Approved Fund, (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933) and which extends credit or buys loans in the ordinary course and (iii) subject to the terms of Section 9.4(g), Affiliated Lenders and Purchasing Borrower Parties, other than, in each case, a natural

person, a Defaulting Lender or a Disqualified Institution. For the avoidance of doubt, Disqualified Institutions shall be subject to Section 9.4(h).

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

“ Environmental Permits ”: any and all permits, licenses, approvals, registrations, and other authorizations of a Governmental Authority required under any Environmental Law.

“ ERISA ”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ EU Bail-In Legislation Schedule ”: 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 ”: any of the events specified in Section 7, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Excess Cash Flow ”: for any Excess Cash Flow Period, the excess, if any, of:

(a) the sum, without duplication, of:

(i) Consolidated Net Income of the Borrower and its Restricted Subsidiaries for such period,

in any future period and excluding amortization of a prepaid cash item that was paid in a prior period,

(iii) the amount of the net decrease, if any, in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions or Dispositions by the Borrower and the Restricted Subsidiaries completed during such period or the application of purchase accounting) and

(iv) the aggregate net amount of non-cash loss on the Disposition of Property by the Borrower and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income, minus

(b) the sum, without duplication, of:

(ii) the aggregate amount actually paid by the Borrower and its Restricted Subsidiaries in cash during such fiscal year on account of Capital Expenditures or acquisitions of Intellectual Property, in each case except to the extent funded with the proceeds of Funded Debt (other than Funded Debt consisting of revolving Indebtedness),

(iii) the aggregate amount of all scheduled principal payments of Funded Debt (including, without limitation, the principal component of payments in respect of Capital Lease Obligations constituting Funded Debt (but excluding the Scheduled Repayment Amount)) of the Borrower and its Restricted Subsidiaries made during such fiscal year, in each case except to the extent funded with the proceeds of Funded Debt (other than Funded Debt consisting of revolving Indebtedness),

(iv) the amount of the net increase, if any, in Consolidated Working Capital for such period (other than any such increases arising from acquisitions or Dispositions by the Borrower and the Restricted Subsidiaries completed during such period or the application of purchase accounting),

(v) the aggregate net amount of non-cash gain on the Disposition of Property by the Borrower and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income,

(vi) cash payments made during such period in respect of long-term liabilities (other than Funded Debt) of the Borrower and its Restricted Subsidiaries to the extent such payments were not expensed during such period or are not deducted in determining

Consolidated Net Income, except to the extent funded with the proceeds of Funded Debt (other than Funded Debt consisting of revolving Indebtedness),

(vii) he aggregate amount actually paid by the Borrower and its Restricted Subsidiaries in cash during such fiscal year on account of Investments permitted by Sections 6.8(d), (i), (k)(ii), (l), (m), (w) and (z), in each case except to the extent funded with the proceeds of Funded Debt (other than Funded Debt consisting of revolving Indebtedness),

(viii) an amount equal to the increase in such Consolidated Net Income of the Borrower and its Restricted Subsidiaries attributable to any cash items excluded pursuant to the application of clause (d) of the definition thereof,

(ix) the aggregate amount actually paid by the Borrower in cash during such fiscal year on account of Restricted Payments permitted by Sections 6.6(b), (c), and (m) except to the extent funded with the proceeds of Funded Debt (other than Funded Debt consisting of revolving Indebtedness),

(x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries during such period that are made in connection with any prepayment of Indebtedness, to the extent not deducted in determining Consolidated Net Income, and

“ Excess Cash Flow Application Date ”: as defined in Section 2.15(d).

“ Excess Cash Flow Period ”: each fiscal year of the Borrower beginning with the Borrower’s 2018 fiscal year.

“ Exchange Act ”: the Securities Exchange Act of 1934, as amended.

“ Excluded Assets ”: the collective reference to:

(1) any interest in leased real property (including, without limitation, any leasehold interests in real property) (except to the extent a security interest in any such interest can be perfected by filing a UCC financing statement);

(2) any fee interest in real property if the fair market value of such fee interest (together with improvements), as determined in good faith by the Borrower on the later of the Amendment Effective Date and the date of acquisition thereof by the relevant Loan Party, is less than $5,000,000; provided that the headquarters of the Borrower located at 300 Sixth Avenue, Pittsburgh, Pennsylvania shall be treated as an Excluded Asset to the extent that granting a

Mortgage thereon would require the consent of the existing mortgagee of such property and thereafter such headquarters shall continue to be an Excluded Asset unless the Administrative Agent requests in writing that such headquarters be made subject to a Mortgage;

(3) any licenses, franchises, charters and authorizations of a Governmental Authority to the extent a security interest therein under the Loan Documents is prohibited by or would require the consent, license or approval of any Governmental Authority (except to the extent such prohibition or restriction is ineffective under the Uniform Commercial Code or other applicable law);

(4) any asset if the granting of a security interest under the Loan Documents in such asset would be prohibited by any (x) law, treaty, rule or regulation (including all applicable regulations and laws regarding assignments of and security interests in, government receivables) or a court or other Governmental Authority or would require the consent, license or approval of any Governmental Authority (other than proceeds thereof, to the extent the assignment of such proceeds is effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition and the assignment of such proceeds is not prohibited by applicable law and does not require the consent, license or approval of any Governmental Authority) or (y) contractual obligation (only to the extent such restriction is binding on such asset (i) on the Amendment Effective Date or (i) on the date of the acquisition thereof and not entered into in contemplation thereof) (except to the extent such prohibition or restriction is ineffective under the Uniform Commercial Code or other applicable law);

(5) any lease, license or other agreement to the extent that a grant of a security interest therein under the Loan Documents would violate or invalidate such lease, license or agreement (except any such lease, license or agreement among Holdings and its Wholly-Owned Subsidiaries and except to the extent such prohibition or restriction is ineffective under the Uniform Commercial Code or other applicable law);

(6) Capital Stock (i) in any Person that is not a Wholly-Owned Subsidiary to the extent the pledge or other granting of a security interest under the Loan Documents in such Capital Stock would be prohibited by, or require a consent or approval under, organizational or governance documents or shareholders’ or similar agreements of or with respect to such Person (except to the extent such prohibition or restriction is ineffective under the Uniform Commercial Code or other applicable law), (ii) that is voting Capital Stock in any Subsidiary described in clause (a) or (d) of the definition of Excluded Subsidiary in excess of 65% of the voting Capital Stock in such Subsidiary and (iii) in Unrestricted Subsidiaries, broker-dealer Subsidiaries, not-for-profit Subsidiaries and captive insurance Subsidiaries;

(7) any assets subject to a Lien permitted by Section 6.3(g), 6.3(k), 6.3(t) or 6.3(y) (in the case of a Permitted Refinancing in respect of the Indebtedness secured by any such Liens) to the extent the documents governing such Lien prohibit, or require a consent or approval in order for, such assets to be subject to the Liens created by the Loan Documents (except to the extent such prohibition or restriction is ineffective under the Uniform Commercial Code or other applicable law);

(8) any motor vehicles and any other assets subject to a certificate of title (other than proceeds thereof), to the extent a security interest on such motor vehicles or other assets cannot be perfected by filing a UCC or PPSA financing statement;

(9) any United States (or Canadian) intent-to-use application for registration of a trademark or service mark prior to the acceptance by the United States Patent and Trademark Office (or the Canadian Intellectual Property Office) of a statement of use or an amendment to allege use, to the extent and for so long as the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of, a Loan Party’s right, title or interest therein or any trademark or service mark registration issued therefrom;

(10) ( assets in circumstances where the Administrative Agent and the Borrower agree that the difficulty, cost, burden or consequences of obtaining or perfecting a security interest under the Loan Documents in such assets is excessive in relation to the practical benefit to the Lenders afforded thereby;

(11) assets to the extent a security interest in such assets under the Loan Documents would reasonably be expected to result in (x) material adverse tax consequences or (y) material adverse regulatory consequences, in each case as reasonably determined in good faith by the Borrower and consented to by the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed);

(12) letter-of-credit rights (except for letter-of-credit rights a security interest in which can be perfected by filing UCC financing statements);

(13) ( any commercial tort claim with a value not in excess of $5,000,000;

(14) ( assets sold or otherwise disposed of to a Person who is not a Loan Party in compliance with Section 6.5;

(15) assets owned by a Guarantor after the release of the guaranty of such Guarantor pursuant to Section 9.14(a);

(16) “margin stock” within the meaning of Regulation U;

(17) ( segregated trust fund accounts, payroll accounts, accounts used solely for making payments in respect of withholding taxes and employee benefits, trust accounts, and escrow accounts for the benefit of unaffiliated third parties (collectively, the “ Excluded Accounts ”);

(18) assets of Unrestricted Subsidiaries, Immaterial Subsidiaries, broker-dealer Subsidiaries, not-for-profit Subsidiaries and captive insurance Subsidiaries;

(19) “consumer goods” (as defined in the PPSA); and

(20) any Receivables for which the account debtor is incorporated or located in Iran;

provided that (a) in the case of clauses 4(y), (5), (6)(i) and (7), such exclusion shall not apply (i) to the extent the prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code or other applicable law or (ii) to proceeds of the assets referred to in such clause, the assignment of which is expressly deemed effective under Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code or other applicable law and (b) assets described above shall no longer be “Excluded Assets” upon termination of the applicable prohibition or restriction described above that caused such assets to be treated as “Excluded Assets”.

“ Excluded Proceeds ”: as defined in the definition of “Asset Sale”.

“ Excluded Subsidiary ”: (a) any Foreign Subsidiary, (b) Gustine Associates (for so long as the Borrower or a Guarantor does not constitute the general partner thereof), (c) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary (including for purposes of this clause (c) the Canadian Guarantor) that is a CFC, (d) any Domestic Subsidiary all (other than an immaterial portion) of whose assets consist of Capital Stock of one or more CFCs, (e) any Immaterial Subsidiary, (f) any Restricted Subsidiary which is a limited partnership of which the Borrower or a Guarantor does not constitute the general partner, (g) any Unrestricted Subsidiary, (h) any Subsidiary to the extent such Subsidiary’s guaranteeing any of the Obligations or otherwise becoming a Loan Party is prohibited or restricted by any Requirement of Law or requires the consent, approval, license or authorization of any Governmental Authority (unless such consent, approval, license or authorization has been obtained (it being agreed that the Borrower shall be under no obligation to seek the same)), (i) not-for-profit Subsidiaries, (j) any Subsidiary which is not a Wholly-Owned Subsidiary of Parent, (k) captive insurance Subsidiaries, (l) broker-dealer Subsidiaries, (m) special purpose receivables Subsidiaries, (n) with respect to any Specified Hedge Agreement, any Subsidiary that is not an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder, and (o) any Subsidiary with respect to which (i) the Administrative Agent and the Borrower reasonably agree that the cost or other consequences of providing a guarantee or granting Liens to secure the Obligations are likely to be excessive in relation to the value to be afforded thereby or (ii) in the case of any Person that becomes a Subsidiary after the Amendment Effective Date, providing such a guarantee or granting such Liens would reasonably be expected to result in material adverse tax consequences as determined in good faith by the Borrower and consented to by the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed); provided that any Subsidiary described above shall be deemed not to be an Excluded Subsidiary if the Borrower has notified the Administrative Agent in writing that such Subsidiary should not be treated as an Excluded Subsidiary (and solely for purposes of Section 5.10(c) and the Security Documents, such Subsidiary shall be deemed to have been acquired at the time such notice is received by the Administrative Agent).

“eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Hedge Agreement, unless otherwise agreed between the Administrative Agent and the Borrower. If a Hedge Agreement arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Hedge Agreement that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

“ Excluded Taxes ”: with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Loan Parties hereunder, (a) Taxes imposed on (or measured by) its overall net income (however denominated), franchise or similar Taxes imposed on it (in each case, in lieu of net income Taxes) and Backup Withholding Taxes imposed on it by (i) the United States of America, (ii) the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office or the office to which its interests, rights and obligations under this Agreement are assigned is located or (iii) any other jurisdictions (or any political subdivision thereof) as a result of a present or former connection between the Administrative Agent, such Lender or other recipient and such jurisdiction imposing such Tax other than a connection arising as a result of the execution or delivery of, receipt of any payments, exercise of any rights or performance of any obligations under, enforcement of or any transaction or other activities related to any Loan Document, (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction in which the Borrower is located, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.22(b)), any United States federal withholding Tax that is in effect and would apply to amounts payable (including, for the avoidance of doubt, commitment fees and other consent, amendment and similar fees) to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Section 2.20(a), (d) any withholding Tax that is attributable to a Foreign Lender’s failure to comply with Section 2.20(e)(i), and (e) any withholding Taxes imposed under, or as a result of the failure of such recipient to satisfy the applicable requirements under, FATCA.

“ Existing Credit Agreement ”: as defined in the recitals hereto.

“ Extended Term Loans : as defined in Section 2.26(a).

“ Extending Term Lender ”: as defined in Section 2.26(a).

“ Extension ”: as defined in Section 2.26(a).

“ Extension Amendment ”: as defined in Section 2.26(c).

“ Extension Offer ”: as defined in Section 2.26(a).

“ Facility ” or “ Term Loan Facility ”: (a) the Tranche B-1 Term Loan Facility, (b) the Tranche B-2 Term Loan Facility, (c) any Incremental Facility and the Commitments and extensions of credit thereunder, (d) any Replacement Facility and the Commitments and extensions of credit thereunder and (e) any Extended Term Loans.

“ Federal Funds Effective Rate ”: 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 zero, such rate shall be deemed to zero for the purposes of this Agreement.

“ Financial Covenant ”: the covenant set forth in Section 6.1.

“ Foreign Asset Sale ”: as defined in Section 2.15(l).

“ Foreign Indebtedness Event ”: as defined in Section 2.15(l).

“ Foreign Lender ”: any Lender that is organized under the laws of a jurisdiction other than that of the United States of America. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ Foreign Recovery Event ”: as defined in Section 2.15(l).

“ Foreign Subsidiary ”: any Subsidiary of the Borrower (other than the Canadian Guarantor) that is not a Domestic Subsidiary.

“ Funded Debt ”: all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement

that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“ GAAP ”: generally accepted accounting principles in the United States of America as in effect from time to time.

“ Guarantee and Collateral Agreement ”: the Amended and Restated Guarantee and Collateral Agreement, dated as of February 28, 2018 executed and delivered by Parent, the Borrower and each Subsidiary Guarantor (other than the Canadian Guarantor), as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“ Guarantee Obligation ”: with respect to any Person (the “ guaranteeing person ”), any obligation of the guaranteeing person guaranteeing or having the economic effect of guaranteeing any Indebtedness, lease payments, dividend payments or other economic obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security for such primary obligation, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, in each case, so as to enable the primary obligor to pay such primary obligation, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary indemnity obligations in effect on the Amendment Effective Date or entered into in connection with any acquisition or Disposition permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation (or portion thereof) in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“ Guarantors ”: the collective reference to Parent, the Borrower (solely with respect to Specified Hedge Agreements and Cash Management Obligations between Qualified Counterparties and its Restricted Subsidiaries) and the Subsidiary Guarantors.

“ Gustine Associates ”: Gustine Sixth Avenue Associates, Ltd., a Pennsylvania limited partnership.

“ Harbin Proceeds ”: the Net Cash Proceeds received by Holdings after the Amendment Effective Date from the investment in Holdings (a) by Harbin Pharmaceutical Group Holdings Co., Ltd. or its designee or assignee or any of its Affiliates as contemplated by that certain Securities Purchase Agreement, dated as of February 13, 2018 (as amended, supplemented or otherwise modified from time to time), by and between Holdings and Harbin Pharmaceutical Group Holdings Co., Ltd., or (b) by any third party (or any of such third party’s Affiliates) to which the Disposition of Capital Stock of the Specified China Subsidiary is made pursuant to Section 6.5(t) in substitution or replacement of Harbin Pharmaceutical Group Holdings Co., Ltd.

“ Hedge Agreements ”: all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements entered into by the Borrower or its Restricted Subsidiaries providing for protection against fluctuations in interest rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.

“ Holdings ”: GNC Holdings, Inc., a Delaware corporation.

“ Immaterial Subsidiary ”: on any date of determination, any Restricted Subsidiary with (i) total assets equal to or less than 2.5% of the consolidated total assets of the Borrower and the Restricted Subsidiaries and (ii) total revenue equal to or less than 2.5% of the total revenues of the Borrower and the Restricted Subsidiaries on a consolidated basis (in each case as set forth in the most recently available financial statements delivered pursuant to Section 5.1); provided that no such Restricted Subsidiary shall be an Immaterial Subsidiary unless such Restricted Subsidiary, when aggregated with all other Immaterial Subsidiaries that are not Guarantors, as of the last day of the most recently completed fiscal quarter of the Borrower, would have (x) total assets equal to or less than 5.0% of the consolidated total assets of the Borrower and the Restricted Subsidiaries and (y) total revenue equal to or less than 5.0% of the total revenues of the Borrower and the Restricted Subsidiaries on a consolidated basis (in each case as set forth in the most recently available financial statements delivered pursuant to Section 5.1).

“ Impacted Interest Period ”: as defined in the definition of “LIBO Rate”.

“ Incremental Equivalent Debt ”: Indebtedness of a Loan Party in the form of term loans, bonds, notes, or debentures which Indebtedness is either unsecured or secured on a pari

passu basis (without regard to control of remedies or application of payments) with or junior basis to the Liens securing the Term Loans; provided that:

(1) on the date of incurrence thereof (subject to Section 1.9), the aggregate principal amount of Incremental Equivalent Debt shall not exceed (a) in the case of Incremental Equivalent Debt secured by Liens on any or all of the Collateral that rank pari passu with the Liens on the Collateral securing the Term Loans (but without regard to control of remedies or application of payments), the principal amount of the Tranche B-1 Term Loans to be prepaid with the Net Cash Proceeds of such Incremental Equivalent Debt (except to the extent of accrued interest on, and breakage costs with respect to, such Tranche B-1 Term Loans), and (b) in the case of any other Incremental Equivalent Debt, the Non-Ratio Based Incremental Facility Cap on such date; provided that any Loan Party may incur Incremental Equivalent Debt under this clause (b) without regard to the Non-Ratio Based Incremental Facility Cap so long as (x) in the case of Incremental Equivalent Debt secured by Liens on any or all of the Collateral that rank junior in right of security to the Liens on the Collateral securing the Term Loans, the Consolidated Net Senior Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period, shall not exceed 4.00 to 1.00, (y) in the case of Incremental Equivalent Debt that is unsecured, the Consolidated Net Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period, shall not exceed 4.50 to 1:00 (any incurrence of Incremental Equivalent Debt pursuant to clause (x) above or this clause (y), a “ Ratio-Based Incremental Incurrence ”), or (z) the Net Cash Proceeds of such Incremental Equivalent Debt are applied on a dollar-for-dollar basis to prepay Tranche B-1 Term Loans and do not exceed the principal amount of the Tranche B-1 Term Loans to be prepaid with the Net Cash Proceeds of such Incremental Equivalent Debt (except to the extent of accrued interest on, and breakage costs with respect to, such Tranche B-1 Term Loans), in which case, for the avoidance of doubt, the ratio tests set forth in clauses (x) and (y) above shall not apply;

(2) (A) the final maturity date of any such Incremental Equivalent Debt that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Term Loans may not be earlier than the Latest Maturity Date of the Term Loans in effect at the time of incurrence of such Incremental Equivalent Debt and (B) in the case of any junior secured or unsecured Incremental Equivalent Debt, the final maturity date thereof may not be earlier than the date that is 91 days after the Latest Maturity Date of the Term Loans in effect at the time of incurrence of such Incremental Equivalent Debt (except, in either case, in the case of a bridge loan which provides for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than the Latest Maturity Date of the Term Loans in effect at the time of incurrence of such Incremental Equivalent Debt);

(3) (A) the Weighted Average Life to Maturity of any such Incremental Equivalent Debt that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Term Loans may not be shorter than the Weighted Average Life to Maturity of the Term Loans in effect at the time of incurrence of such Incremental Equivalent Debt and (B) in the case of any junior priority secured or unsecured Incremental Equivalent Debt, the Weighted Average Life to Maturity thereof may not be shorter than 91 days after the Weighted Average Life to Maturity of the Term Loans in effect at the time of incurrence of such Incremental Equivalent Debt (except, in either case, in the case of a bridge loan which

provides for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than the Latest Maturity Date of the Term Loans in effect at the time of incurrence of such Incremental Equivalent Debt and with a Weighted Average Life to Maturity satisfying the requirements of this clause (3));

(4) no Incremental Equivalent Debt shall be incurred or guaranteed by any Person that is not a Loan Party;

(5) no Incremental Equivalent Debt shall be secured by any assets that do not constitute Collateral;

(6) the MFN Adjustment shall apply to Incremental Equivalent Debt consisting of term loans secured on a pari passu basis (but without regard to the control of remedies or application of payments) with the Term Loans;

(7) with regard to Incremental Equivalent Debt that is secured on a pari passu basis with the Term Loans (but without regard to the control of remedies or application of payments) mandatory prepayments thereof may be made on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis) with mandatory prepayments of the Tranche B-2 Term Loans; with regard to Incremental Equivalent Debt that is unsecured or is secured on a junior basis to the Term Loans, mandatory prepayments thereof may not be made prior to the date that is 91 days after the then Latest Maturity Date of the Tranche B-2 Term Loans (as determined on the date of incurrence of such Indebtedness), except in the case of any such mandatory prepayments to the extent that such prepayments are (v) customary excess cash flow payments (on terms that are in the aggregate no less favorable to the Borrower than those under this Agreement and (unless paid using Declined Proceeds) subject to rights in respect of the application of Excess Cash Flow to the prior repayment of, or offer to repay, the Tranche B-2 Term Loans), (w) upon the incurrence of Indebtedness that is not permitted thereunder, (x) upon the occurrence of an asset sale or other Disposition or casualty event (subject to customary reinvestment rights and (unless paid using Declined Proceeds) to rights in respect of the application of the Net Cash Proceeds thereof to the prior repayment of, of offer to repay, the Tranche B-2 Term Loans), (y) upon the occurrence of a change of control event or (z) customary acceleration rights following an event of default;

(8) the other terms and conditions of such Incremental Equivalent Debt (excluding pricing and prepayment or redemption terms), if not consistent with the terms of this Agreement, shall not be materially more restrictive on the Borrower and its Restricted Subsidiaries (when taken as a whole) than those in this Agreement except for covenants and other such terms that are (x) added to this Agreement for the benefit of the Lenders or (y) applicable only after the Latest Maturity Date of the Term Loans in effect at the time of incurrence of such Incremental Equivalent Debt;

(9) any secured Incremental Equivalent Debt shall be subject to each applicable Customary Intercreditor Agreement; and

(10) (A) the proceeds of any Incremental Equivalent Debt that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Term

Loans will only be used to prepay Tranche B-1 Term Loans (together with any accrued interest on and breakage costs with respect to such Tranche B-1 Term Loans).

For the avoidance of doubt, if the Borrower incurs any Incremental Term Loans, any Incremental Equivalent Debt under the Non-Ratio Based Incremental Facility Cap or any Incremental Equivalent Debt applied to the prepayment of Tranche B-1 Term Loans, in each case concurrently with any Ratio-Based Incremental Incurrence, then the applicable Consolidated Net Senior Secured Leverage Ratio or the Consolidated Net Total Leverage Ratio, as the case may be, will be calculated with respect to such Ratio-Based Incremental Incurrence without regard to any substantially concurrent incurrence of Incremental Term Loans, Incremental Equivalent Debt under the Non-Ratio Based Incremental Facility Cap or Incremental Equivalent Debt applied to the prepayment of Tranche B-1 Term Loans.

Incremental Equivalent Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Incremental Facility ”: as defined in Section 2.24(a).

“ Incremental Facility Amendment ”: as defined in Section 2.24(c).

“ Incremental Facility Closing Date ”: as defined in Section 2.24(c).

“ Incremental Term Loans ”: as defined in Section 2.24(a).

“ Indebtedness ”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than (i) trade accounts and accrued expenses payable in the ordinary course of business, (ii) any earn-out obligation unless such obligation is not paid after becoming due and payable or appears as a liability on the balance sheet of such Person and (iii) accruals for payroll and other liabilities accrued in the ordinary course of business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), but limited to the lesser of the fair market value of such Property and the principal amount of such Indebtedness if recourse is solely to such Property, (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under bankers’ acceptances, letters of credit, surety bonds and similar instruments (except unsecured and unmatured reimbursement obligations in respect thereof obtained in the ordinary course of business to secure the performance of obligations that are not Indebtedness pursuant to another clause of this definition), (g) the liquidation value of all Disqualified Capital Stock of such Person, to the extent mandatorily redeemable in cash prior to the date which is the 91 ^st day after the relevant Latest Maturity Date (as determined on the date of issuance thereof) (other than in connection with change of control events and asset sales and other Disposition and casualty events to the extent that the terms of such Capital Stock provide that such Person may not redeem any such Capital Stock in connection with such change of control event or asset sale or other Disposition or casualty event unless such redemption is subject to the prior payment in full of the

Obligations), (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above; (i) all obligations of the kind referred to in clauses (a) through (h) above secured by any Lien on Property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligations (but limited to the lesser of the fair market value of such Property and the principal amount of such obligations) and (j) the net obligations of such Person in respect of Hedge Agreements solely for the purposes of Section 6.2 and Section 7.

“ Indemnified Taxes ”: Taxes other than Excluded Taxes.

“ Insolvency ”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“ Insolvent ”: pertaining to a condition of Insolvency.

“ Intercreditor Agreements ”: the ABL Intercreditor Agreement, any Pari Passu Intercreditor Agreement, any Junior Lien Intercreditor Agreement and any other intercreditor agreement entered into by or among any Representatives and the Loan Parties, in each case as in effect from time to time.

“ Interest Election Request ”: a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.10.

“ Interest Payment Date ”: (a) with respect to any ABR Loan, the last day of each March, June, September and December commencing with the last day of March 2018 and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar 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.

preceding Business Day, (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made; and provided , further that the initial Interest Period with respect to any Eurodollar Borrowing on the Amendment Effective Date may be for a period of less than one month. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Interpolated Rate ”: as defined in the definition of “LIBO Rate”.

“ Investments ”: as defined in Section 6.8.

“ IRS ”: the United States Internal Revenue Service.

“ Junior Debt ”: any Indebtedness of the Borrower or a Restricted Subsidiary (other than Indebtedness under revolving credit facilities or other revolving lines of credit) (i) which is unsecured or is contractually subordinated in right of payment to the Obligations or (ii) which is secured by the Collateral on a junior lien basis; provided that Junior Debt will not include, in any case, (x) Indebtedness under the ABL Credit Agreement or any Permitted Refinancing thereof having the same lien priority (without regard to control of remedies or application of payments) as the ABL Credit Agreement under the ABL Intercreditor Agreement or (y) any other Indebtedness secured on a pari passu basis (without regard to control of remedies or application of payments) with the ABL Credit Agreement.

“ Junior Lien Intercreditor Agreement ”: a “junior lien” intercreditor agreement by and among the Administrative Agent, the Collateral Agent, the ABL Administrative Agent and one or more Representatives for holders of one or more classes of secured Incremental Equivalent Debt, secured Permitted Credit Agreement Refinancing Indebtedness and/or other Indebtedness expressly permitted by Section 6.2 and permitted by Section 6.3 to be secured by Liens on the Collateral that are junior in priority to the Liens securing the Obligations (but for the avoidance of doubt such junior obligations shall not include the ABL Obligations or any Permitted Refinancing thereof having the same lien priority (without regard to control of remedies or application of payments) as the ABL Credit Agreement under the ABL Intercreditor Agreement) and the Loan Parties, as amended, amended and restated, supplemented or otherwise modified from time to time, the terms of which are either (i) reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Borrower and are substantially consistent with customary terms for first lien/second lien intercreditor agreements or (ii) substantially consistent with the terms set forth in Exhibit I to this Agreement.

“ Junior Material Debt ”: any Junior Debt that is Material Debt.

“ Late Consenter ”: as defined in the Amendment Agreement.

“ Latest Maturity Date ”: at any date of determination, the latest maturity date applicable to any Loan hereunder at such time, including the latest maturity date of any Term Loan.

“ LCT Election ”: as defined in Section 1.9.

“ LCT Test Date ”: as defined in Section 1.9.

“ Lender Consent ”: a signature page executed by any Tranche B-2 Term Loan Lender constituting such Tranche B-2 Term Loan Lender’s consent to the Amendment Agreement and delivered by such Tranche B-2 Term Loan Lender to the Administrative Agent on or prior to the Amendment Effective Date.

“ Lender Parties ”: as defined in Section 9.16.

“ Lenders ”: the Persons listed on Schedule 2.1 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, an Incremental Facility Amendment or a Replacement Facility Amendment, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“ LIBO Rate ”: with respect to any Eurodollar Borrowing for any Interest Period, the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for Dollars for a period equal in length to such Interest Period as displayed on page LIBOR01 or LIBOR02 of the Reuters Screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case, the “ Screen Rate ”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided , that, if the Screen Rate shall not be available at such time for such Interest Period (an “ Impacted Interest Period ”) with respect to Dollars, then the LIBO Rate shall be the Interpolated Rate at such time. “ Interpolated Rate ” means, at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the Screen Rate for the longest period (for which that Screen Rate is available in Dollars) that is shorter than the Impacted Interest Period and (b) the Screen Rate for the shortest period (for which that Screen Rate is available for Dollars) that exceeds the Impacted Interest Period, in each case, at such time.

and any capital lease having substantially the same economic effect as any of the foregoing); provided that in no event shall an operating lease in and of itself constitute a Lien.

“ Limited Condition Transaction ”: as defined in Section 1.9.

“ Loan ”: any loan made by any Lender pursuant to this Agreement.

“ Loan Documents ”: this Agreement, the Security Documents, the ABL Intercreditor Agreement and the Notes.

“ Loan Parties ”: the Borrower and the Guarantors.

“ Majority Facility Lenders ”: with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans outstanding under such Facility.

“ Make-Whole Amount ”: with respect to any Tranche B-2 Term Loan subject to a Specified Prepayment Event on any date prior to the second anniversary of the Amendment Effective Date, the present value at such date of each required interest payment on such Tranche B-2 Term Loan from the date of such Specified Prepayment Event through March 4, 2021 (excluding accrued but unpaid interest to the date of such Specified Prepayment Event), such present value to be computed using a discount rate equal to the Treasury Rate plus 50 basis points discounted to the date of such Specified Prepayment Event (assuming a 360 day year consisting of twelve 30 day months)). For purposes of this definition, the amount of required interest payments shall be calculated using the interest rate (including the LIBO Rate, calculated using the Interest Period then in effect) for such principal amount of such Term Loans in effect as of the date of such Specified Prepayment Event.

“ Material Debt ”: Indebtedness (other than Indebtedness constituting Obligations), or obligations in respect of one or more Hedge Agreements (other than to the extent constituting Obligations), of any one or more of Parent, the Borrower or any Restricted Subsidiary in an aggregate principal amount exceeding $20,000,000. For purposes of determining Material Debt, the “obligations” of Parent, the Borrower or any Restricted Subsidiary in respect of any Hedge Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Parent, the Borrower or such Restricted Subsidiary would be required to pay if such Hedge Agreement were terminated at such time.

“ Maturity Date ”: (a) with respect to Tranche B-1 Term Loans the Tranche B-1 Term Loan Maturity Date, (b) with respect to Tranche B-2 Term Loans the Tranche B-2 Term Loan Maturity Date, (c) with respect to Extended Term Loans, the final maturity date therefor as specified in the applicable Extension Offer accepted by the respective Term Loan Lender or

Term Loan Lenders, (d) with respect to any Incremental Term Loans, the final maturity date therefor as specified in the applicable Incremental Facility Amendment, and (e) with respect to any Replacement Term Loans, the final maturity date therefor specified in the applicable Replacement Facility Amendment.

“ Maximum Rate ”: as defined in Section 9.17.

“ Maximum Tax Distribution Amount ”: as defined in Section 6.6(c).

“ MFN Adjustment ”: as defined in Section 2.24.

“ Minimum Extension Condition ”: as defined in Section 2.26(b).

“ Moody’s ”: Moody’s Investor Services, Inc.

“ Mortgaged Properties ”: the real properties listed on Schedule 1.1 (if any), as to which the Collateral Agent for the benefit of the Secured Parties shall be granted a Lien on the Amendment Effective Date pursuant to the Mortgages and such other real properties as to which the Collateral Agent for the benefit of the Secured Parties shall be granted a Lien after the Amendment Effective Date pursuant to Section 5.10(b).

“ Mortgages ”: each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Collateral Agent for the benefit of the Secured Parties, in form and substance reasonably acceptable to the Administrative Agent (with such changes thereto as shall be advisable under the law of the jurisdiction in which such mortgage or deed of trust is to be recorded), as the same may be amended, restated, amended and restated, supplemented or otherwise modified or replaced from time to time.

“ Multiemployer Plan ”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Borrower or any Commonly Controlled Entity contributes or has an obligation to contribute or with respect to which the Borrower or any Commonly Controlled Entity has any liability (including if such liability was imposed pursuant to Section 4212(c) of ERISA).

“ Net Cash Proceeds ”: (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof received by the Borrower and its Restricted Subsidiaries in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note (other than notes payable by franchisees in connection with a Disposition permitted by Section 6.5(e)) or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of the sum of (i) out-of-pocket attorneys’ fees, accountants’ fees and investment banking and advisory fees incurred by the Borrower or the Restricted Subsidiaries in connection with such Asset Sale or Recovery Event, (ii) principal, premium or penalty, interest and other amounts required to be paid in respect of Indebtedness secured by a Lien permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document or a Lien which is expressly pari passu (without regard to control of remedies or application of payments) with (in which case the pro rata portion (determined based on the then outstanding principal amount of the Term Loans that would otherwise be required to

be prepaid with such Net Cash Proceeds and the aggregate amount of such principal) of such Net Cash Proceeds applied in respect of any such principal, premium or penalty, interest and other amounts secured by such Lien shall not constitute Net Cash Proceeds for purposes hereof (unless and to the extent the application of such Net Cash Proceeds to such other Indebtedness is described in this Agreement)) or subordinate to the Liens under the Loan Documents), (iii) other out-of-pocket fees and expenses actually incurred in connection therewith, (iv) taxes (and the amount of any distributions made pursuant to Section 6.6 to permit Parent or any direct or indirect parent company of the Parent to pay taxes) (including, without limitation, sales, transfer, deed or mortgage recording 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), (v) in the case of any Asset Sale or Recovery Event by a Restricted Subsidiary that is not a Wholly Owned Subsidiary, the pro-rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (v)) attributable to minority interests and not available for distribution to or for the account of the Borrower or a Restricted Subsidiary that is a Wholly Owned Subsidiary as a result thereof and (vi) any reserve established in accordance with GAAP; provided that such reserved amounts shall be Net Cash Proceeds to the extent and at the time of any reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any such reserve, and (b) in connection with any issuance or incurrence of any Indebtedness or Capital Stock, the cash proceeds received by Parent, the Borrower and its Restricted Subsidiaries (or in the case of the Harbin Proceeds, by Holdings) from such issuance or incurrence, net of attorneys’ fees, investment banking and advisory fees, accountants’ fees, underwriting discounts and commissions and other customary fees, costs and expenses actually incurred in connection therewith (including, in the case of a Replacement Facility, Permitted Term Loan Refinancing Indebtedness or “Permitted Pari Passu Secured FILO Refinancing Debt”, “Permitted Junior Secured FILO Refinancing Debt” or “Permitted Unsecured FILO Refinancing Debt” (each as defined in the ABL Credit Agreement), any swap breakage costs and other termination costs related to Hedge Agreements and any other fees and expenses actually incurred in connection therewith), in each case as determined reasonably and in good faith by a Responsible Officer of the Borrower; provided that Net Cash Proceeds pursuant to clause (a) and (b) above shall be calculated net of any Duration Fee payable pursuant to Section 2.14(a) in connection with the receipt by Holdings, Parent, the Borrower or any Restricted Subsidiary of any such Net Cash Proceeds.

“ Non-Consenting Lender ”: as defined Section 2.22(c).

“ Non-Ratio Based Incremental Facility Cap ”: (i) the sum of (A) the sum of (I) all prepayments of Tranche B Term Loans and Incremental Term Loans made pursuant to Section 2.13 and any Permitted Refinancing thereof, (II) all repurchases of Tranche B Term Loans and Incremental Term Loans made pursuant to Section 9.4(g) and any Permitted Refinancing thereof, (III) all voluntary prepayments and repurchases of Incremental Equivalent Debt (to the extent secured on a pari passu basis (without regard to control of remedies or application of payments) with the Term Loans) and any Permitted Refinancing thereof, and (IV) all voluntary prepayments and repurchases of Replacement Term Loans or Permitted Pari Passu Secured Refinancing Debt (to the extent incurred to refinance Tranche B Term Loans, Replacement Term Loans or Incremental Term Loans), in each case of this clause (A) except to the extent funded with the proceeds of Funded Debt (other than Funded Debt consisting of revolving Indebtedness), plus

(B) $50,000,000, less (ii) the aggregate principal amount of Incremental Equivalent Debt previously incurred pursuant to the Non-Ratio Based Incremental Facility Cap.

“ Nonpublic Information ”: information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

“ Note ”: any promissory note evidencing any Loan substantially in the form of Exhibit E.

“ Notice of Intent to Cure ”: as defined in Section 7.2(c).

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

“ NYFRB Rate ”: 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 be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided , further , that the NYFRB Rate shall in no event be determined for any day to be lower than the Federal Funds Effective Rate for such day (to the extent that the Federal Funds Effective Rate is published for such day or for the immediately preceding Business Day).

“ Obligations ”: the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Loan Parties to the Administrative Agent, the Collateral Agent or to any Lender or any Qualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document or any Specified Hedge Agreement, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Arrangers, to the Administrative Agent, to the Collateral Agent or to any Lender that are required to be paid by the Borrower pursuant hereto), and any Cash Management Obligations; provided , that (i) obligations of the Borrower or any Restricted Subsidiary under any Specified Hedge Agreement or any Cash Management Obligations shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement or any Security Document shall not require the consent of holders of obligations under Specified Hedge Agreements or holders of any Cash Management Obligations.

“ Organizational Documents ”: with respect to any Person, (i) in the case of any corporation, the certificate of incorporation or articles of incorporation and by-laws (or similar

constitutive documents) of such Person, (ii) in the case of any limited liability company, the certificate or articles of formation or organization and operating agreement (or similar constitutive documents) of such Person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar constitutive documents) of such Person, (iv) in the case of any general partnership, the partnership agreement (or similar constitutive document) of such Person, (v) in the case of any unlimited liability company, the memorandum of association, and (vi) in any other case, the functional equivalent of the foregoing.

“ Other Applicable Indebtedness ”: as defined in Section 2.15(k).

“ Parent ”: as defined in the preamble hereto.

“ Pari Passu Intercreditor Agreement ”: a “pari passu” Intercreditor Agreement by and among the Administrative Agent, the Collateral Agent and one or more Representatives for holders of one or more classes of secured Incremental Equivalent Debt (to the extent secured by Liens that are pari passu with the Liens securing the Obligations (without regard to control of remedies or allocation of payments)), Permitted Pari Passu Secured Refinancing Debt and/or other Indebtedness expressly permitted by Section 6.2 and permitted by Section 6.3 to be secured by Liens on the Collateral that are pari passu with the Liens securing the Obligations (without regard to control of remedies or allocation of payments)) and the Loan Parties, as amended, amended and restated, supplemented or otherwise modified from time to time, the terms of which are either (i) reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Borrower and are substantially consistent with customary terms for pari passu intercreditor agreements or (ii) substantially consistent with the terms set forth in Exhibit H to this Agreement.

“ Participant ”: as defined in Section 9.4(c).

“ PBGC ”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“ Permitted Acquisitions ”: as defined in Section 6.8(i).

“ Permitted Amendment ”: any Extension Amendment, Incremental Facility Amendment or Replacement Facility Amendment.

“ Permitted Credit Agreement Refinancing Indebtedness ”: any (a) Permitted Pari Passu Secured Refinancing Debt, (b) Permitted Junior Secured Refinancing Debt or (c) Permitted Unsecured Refinancing Debt, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans (including any successive Permitted Credit Agreement Refinancing Indebtedness) (“ Refinanced Term Debt ”); provided that (i) such exchanging, extending, renewing, replacing or refinancing Indebtedness is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Term Debt except by an amount equal to unpaid accrued or capitalized interest thereon, undrawn commitments with respect thereto, any make-whole payments, fees or premium (including tender premium) applicable thereto or paid in connection therewith, any swap breakage costs and other termination costs related to Hedge Agreements, plus upfront fees and original issue discount on such exchanging, extending, renewing, replacing or refinancing Indebtedness, plus other customary fees and expenses in connection with such exchange, modification, refinancing, refunding, renewal, replacement or extension, (ii) with respect to Permitted Pari Passu Secured Refinancing Debt only, (A) the final maturity date of any such Permitted Pari Passu Secured Refinancing Debt may not be earlier than the Latest Maturity Date of the Refinanced Term Debt in effect at the time of incurrence of such Permitted Pari Passu Secured Refinancing Debt (or if the Refinanced Term Debt is Permitted Credit Agreement Refinancing Indebtedness, the Term Loans in the Class that was prepaid with such Refinanced Term Debt) (except in the case of a bridge loan which provides for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than the Latest Maturity Date of the Refinanced Term Debt in effect at the time of incurrence of such Permitted Pari Passu Secured Refinancing Debt) and (B) the Weighted Average Life to Maturity of any such Permitted Pari Passu Secured Refinancing Debt may not be shorter than the Weighted Average Life to Maturity of the Refinanced Term Debt in effect at the time of incurrence of such Permitted Pari Passu Secured Refinancing Debt (or if the Refinanced Term Debt is Permitted Credit Agreement Refinancing Indebtedness, the Term Loans in the Class that was prepaid with such Refinanced Term Debt) (except in the case of a bridge loan which provides for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than the Latest Maturity Date of the Refinanced Term Debt in effect at the time of incurrence of such Permitted Pari Passu Secured Refinancing Debt), (iii) with respect to Permitted Junior Secured Refinancing Debt and Permitted Unsecured Refinancing Debt only, such Indebtedness (other than any such Indebtedness consisting of a customary bridge facility, so long as the long-term debt into which such bridge facility is to be converted or exchanged complies with this clause) does not require any scheduled payment of principal (including pursuant to a sinking fund obligation) other than nominal amortization or mandatory redemption or redemption at the option of the holders thereof or similar prepayment prior to the date that is 91 days after the then Latest Maturity Date of the Refinanced Term Debt being prepaid (or, if the Refinanced Term Debt is Permitted Credit Agreement Refinancing Indebtedness, the Term Loans in the Class that was prepaid with such Refinanced Term Debt) (as determined on the date of incurrence of such Permitted Credit Agreement Refinancing Indebtedness), except in the case of any such mandatory redemptions or prepayments to the extent that such redemptions or prepayments are (v) customary excess cash flow payments (on terms that are in the aggregate no less favorable to the Borrower than those under this Agreement and (unless paid using Declined

Proceeds) subject to rights in respect of the application of Excess Cash Flow to the prior repayment of, or offer to repay, the Tranche B-2 Term Loans), (w) upon the incurrence of Indebtedness that is not permitted thereunder, (x) upon the occurrence of an asset sale or other Disposition or casualty event (subject to customary reinvestment rights and (unless paid using Declined Proceeds) to rights in respect of the application of the Net Cash Proceeds thereof to the prior repayment of, or offer to repay, the Tranche B-2 Term Loans), (y) upon the occurrence of a change of control event or (z) customary acceleration rights following an event of default, and the Weighted Average Life to Maturity of such Indebtedness is not less than 91 days longer than the Weighted Average Life to Maturity of the Refinanced Term Debt being prepaid (or, if the Refinanced Term Debt is Permitted Credit Agreement Refinancing Indebtedness, the Term Loans in the Class that was prepaid with such Refinanced Term Debt), in each case as of the date of incurrence of such Permitted Credit Agreement Refinancing Indebtedness, (iv) the terms and conditions of such Indebtedness (other than (x) as provided in the foregoing clauses (ii) and (iii), (y) interest rate, fees, funding discounts and other pricing terms (which shall not be subject to any MFN Adjustment), redemption, prepayment or other premiums, optional prepayment terms and redemption terms (subject to the foregoing clauses (ii) and (iii)) and subordination terms (if applicable) and (z) covenants or other terms that are (A) added to this Agreement for the benefit of the Lenders in accordance with the following proviso or (B) applicable only to periods after the then Latest Maturity Date of the Term Loans at the time of incurrence of such Indebtedness) are substantially identical to, or, taken as a whole, not materially more favorable to the lenders or holders providing such Indebtedness, than those applicable to the Refinanced Term Debt or to the Lenders thereof (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iv) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees); and provided further that the Borrower and the Administrative Agent shall be permitted to amend the terms of this Agreement and the other Loan Documents to provide for such terms more favorable to the Lenders as may be necessary in order to satisfy the condition set forth in the immediately preceding proviso, without the requirement for the consent of any Lender or any other Person (a “ Permitted Credit Agreement Refinancing Indebtedness Amendment ”), (v) such Indebtedness is not borrowed or guaranteed by any Persons other than the Borrower or the Guarantors and (vi) such Refinanced Term Debt shall be repaid (in the case of Refinanced Term Debt consisting of Term Loans), defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Permitted Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

“ Permitted Credit Agreement Refinancing Indebtedness Amendment ”: as defined in the definition of Permitted Credit Agreement Refinancing Indebtedness.

“ Permitted Junior Secured Refinancing Debt ”: any secured Indebtedness incurred by the Borrower in the form of one or more series of junior priority secured notes or junior priority secured loans; provided that (i) such Indebtedness is secured by all or a portion of the

Collateral on a junior priority basis to the Obligations and is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Permitted Credit Agreement Refinancing Indebtedness, (iii) the terms of the security agreements relating to such Indebtedness are substantially similar to or the same as the Security Documents and (iv) a Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of a Junior Lien Intercreditor Agreement; provided that if such Indebtedness is the initial Permitted Junior Secured Refinancing Debt incurred by the Borrower, then the Administrative Agent, the Collateral Agent and the Representative for such Indebtedness shall have executed and delivered a Junior Lien Intercreditor Agreement. Permitted Junior Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Permitted Liens ”: Liens permitted by Section 6.3.

“ Permitted Pari Passu Secured Refinancing Debt ”: any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or loans (other than any Replacement Term Loans); provided that (i) such Indebtedness is secured by all or a portion of the Collateral on a pari passu basis (but without regard to the control of remedies or application of payments) with the Obligations and is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Permitted Credit Agreement Refinancing Indebtedness, (iii) the terms of security agreements relating to such Indebtedness are substantially similar to or the same as the Security Documents, and (iv) a Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of a Pari Passu Intercreditor Agreement; provided that if such Indebtedness is the initial Permitted Pari Passu Secured Refinancing Debt incurred by the Borrower, then the Administrative Agent, the Collateral Agent and the Representative for such Indebtedness shall have executed and delivered a Pari Passu Intercreditor Agreement and each other applicable Customary Intercreditor Agreement. Permitted Pari Passu Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

thereof) and each of the other Persons that are (or are required to be) obligors under such refinancing are the same Persons as those that are (or are required to be) obligors under the Indebtedness being so refinanced, (d) in the event such Indebtedness being so refinanced is (i) contractually subordinated in right of payment to the Obligations or is secured by a lien on the Collateral the priority of which is contractually subordinated to the Liens on the Collateral securing the Obligations, such refinancing shall contain subordination provisions which are the same as those in effect prior to such refinancing or are no less favorable, taken as a whole, to the Secured Parties than those contained in the Indebtedness being so refinanced or are otherwise acceptable to the Administrative Agent or (ii) otherwise secured by a junior permitted lien on the Collateral, in the case of this clause (ii) such refinancing shall be unsecured or secured by a junior permitted lien on the Collateral, (e) such refinancing does not provide for the granting or obtaining of collateral security from, or obtaining any lien on any assets of, any Person, other than (x) collateral security obtained from Persons that provided (or were required to provide) collateral security with respect to Indebtedness being so refinanced (so long as the assets subject to such liens were or would have been required to secure the Indebtedness so refinanced) ( provided that additional Persons that would have been required to provide collateral security with respect to the Indebtedness being so refinanced may provide collateral security with respect to such refinancing) and (y) to the extent otherwise permitted by Section 6.3, (f) in the event such Indebtedness being so refinanced is Junior Material Debt or is incurred under Section 6.2(d) or (g), the terms of such refinancing, as compared to the Indebtedness being so refinanced, are no less favorable in the aggregate, to the Borrower, its Restricted Subsidiaries and the Secured Parties as compared to the Indebtedness being so refinanced (other than (x) with respect to interest rates, fees, funding discounts, liquidation preferences, premiums, no call periods, subordination terms and optional prepayment and optional redemption provisions, and (y) terms (i) applicable only after the then Latest Maturity Date (as determined on the date of incurrence of such Indebtedness)) or (ii) added to this Agreement for benefit of the Term Loan Lenders and (g) in the event such Indebtedness is secured by Liens on all or any portion of the Collateral, a Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of each applicable Customary Intercreditor Agreement; provided further that any Indebtedness of the Borrower or any of its Restricted Subsidiaries refinancing the Convertible Senior Notes shall be unsecured or secured on a junior basis to the Obligations.

“ Permitted Reorganization ”: the extent not otherwise permitted under this Agreement, any corporate reorganization (or similar transaction or event) entered into among Holdings, Parent, the Borrower and/or its Restricted Subsidiaries for tax planning purposes (each, a “ Reorganization ”), and each step reasonably required to effect such Reorganization; provided that (a) the security interest of the Administrative Agent in the Collateral taken as a whole is not impaired in connection therewith, (b) the Borrower shall not change its jurisdiction of organization or formation in connection therewith to a jurisdiction outside of the United States, (c) after giving effect to such Reorganization, the Borrower and its Restricted Subsidiaries otherwise comply with Section 5.10, and (d) such Reorganization is not otherwise adverse to the Lenders in any material respect.

“ Permitted Term Loan Refinancing Indebtedness ”: (a) Permitted Pari Passu Secured Refinancing Debt, (b) Permitted Junior Secured Refinancing Debt and (c) Permitted Unsecured Refinancing Debt and, in each case, any Permitted Refinancing thereof.

“ Permitted Unsecured Refinancing Debt ”: any unsecured Indebtedness incurred by the Borrower in the form of one or more series of unsecured notes or loans; provided that (i) such Indebtedness is not secured by any property or assets of the Borrower or any Subsidiary and (ii) such Indebtedness constitutes Permitted Credit Agreement Refinancing Indebtedness. Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Plan ”: at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such Plan were terminated at such time, would under Section 4062 or Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

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

“ Platform ”: as defined in Section 5.2(i).

“ Pledged Capital Stock ”: as defined in the Guarantee and Collateral Agreement.

“ PPSA ”: the Personal Property Security Act (Ontario) or the equivalent legislation (including the Civil Code (Quebec)) in any other applicable province or territory of Canada.

“ Prepayment Event ”: (a) any mandatory prepayment by the Borrower of the Tranche B-2 Term Loans pursuant to Sections 2.15(a), 2.15(b), 2.15(c) or 2.15(e)(i) or (b) any repayment of Tranche B-2 Term Loans as a result of the occurrence of an Event of Default pursuant to Section 7.1(f)(i) or 7.1(f)(ii).

“ Primary Related Party ”: as defined in Section 9.3(b).

“ Pro Forma Transaction ”: any incurrence or repayment of Indebtedness (other than for working capital purposes or in the ordinary course of business) pursuant to Section 6.2(i) or Section 6.2(ff) or pursuant to the “Revolving Credit Facility” (as defined in the ABL Credit Agreement) if the “Financial Covenant” (as defined in the ABL Credit Agreement) is or would be then in effect, the making of any Investment pursuant to Section 6.8(m), any Investment that results in a Person becoming a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Borrower or any Investment constituting an Acquisition of assets constituting a business unit, line of business or division of another Person or any Disposition of a business unit, line of business or division of the Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise.

“ Projections ”: as defined in Section 5.2(c).

“ Property ”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

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

“ Purchasing Borrower Party ”: Parent or any Subsidiary of Parent that becomes an Eligible Assignee or a Participant pursuant to Section 9.4.

“ Qualified Counterparty ”: with respect to any Specified Hedge Agreement or Cash Management Obligations, any counterparty thereto that, at the time such Specified Hedge Agreement or Cash Management Obligations were entered into or on the 2013 Closing Date or the Amendment Effective Date, was a Lender or an affiliate of a Lender.

“ Qualified Capital Stock ”: Capital Stock that is not Disqualified Capital Stock.

“ Ratio-Based Incremental Incurrence ”: as defined in the definition of “Incremental Equivalent Debt”.

“ Receivable” : as defined in the Guarantee and Collateral Agreement.

“ Recovery Event ”: any settlement of, or payment in respect of, any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Borrower or any of its Restricted Subsidiaries, other than any such settlement or payment resulting in Net Cash Proceeds constituting Excluded Proceeds.

“ Refinancing Indebtedness ”: with respect to any Indebtedness, any other Indebtedness incurred in connection with a Permitted Refinancing of such Indebtedness.

“ Register ”: as defined in Section 9.4(b)(iv).

“ Regulation FD ”: Regulation FD as promulgated by the US Securities and Exchange Commission under the Securities Act and Exchange Act as in effect from time to time.

“ Regulation U ”: Regulation U of the Board as in effect from time to time.

“ Reinvestment Deferred Amount ”: with respect to any Reinvestment Event, the aggregate amount of Net Cash Proceeds received by the Borrower or any of its Restricted Subsidiaries in connection therewith that are not applied to prepay the Term Loans or the “FILO Term Loans” (as defined in the ABL Credit Agreement) pursuant to Section 2.15(b) or 2.15(c) as a result of the delivery of a Reinvestment Notice.

“ Reinvestment Event ”: any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

“ Reinvestment Notice ”: a written notice executed by a Responsible Officer stating that (i) the aggregate amount of Net Cash Proceeds of Asset Sales and Recovery Events made on or prior to such date exceeds $200,000,000, (ii) the Borrower (or a Restricted Subsidiary) intends and expects to use all or a portion of the amount of Net Cash Proceeds of an Asset Sale or Recovery Event to (A) restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in its or such Restricted Subsidiary’s business or (B) prepay or repay (or, in the case of Term Loans, repurchase pursuant to Section 9.4(g)), as the Borrower may elect in its sole discretion, (I) any Term Loans, (II) permitted Indebtedness that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Obligations or the “Obligations” under and as defined in the ABL Credit Agreement, (III) “FILO Term Loans” (as defined in the ABL Credit Agreement) under the ABL Credit Agreement (or any refinancing thereof that does not constitute Junior Lien Obligations) or (IV) “Revolving Credit Loans” (as defined in the ABL Credit Agreement) under the ABL Credit Agreement (or any refinancing thereof that does not constitute Junior Lien Obligations) (to the extent that, with respect to such “Revolving Credit Loans”, “Revolving Credit Commitments” (as defined in the ABL Credit Agreement) in a corresponding amount are permanently reduced or terminated in connection with any such repayment), and (iii) the Consolidated Net First Lien Leverage Ratio on a pro forma basis after giving effect to any permitted contemplated prepayment of Indebtedness does not exceed 3.25 to 1.00.

prepay or repay (or, in the case of Term Loans, repurchase pursuant to Section 9.4(g)), as the Borrower may elect in its sole discretion, (I) any Term Loans, (II) permitted Indebtedness that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Obligations or the “Obligations” under and as defined in the ABL Credit Agreement, (III) “FILO Term Loans” (as defined in the ABL Credit Agreement) under the ABL Credit Agreement (or any refinancing thereof that does not constitute Junior Lien Obligations) or (IV) “Revolving Credit Loans” (as defined in the ABL Credit Agreement) under the ABL Credit Agreement (or any refinancing thereof that does not constitute Junior Lien Obligations) (to the extent that, with respect to such “Revolving Credit Loans”, “Revolving Credit Commitments” (as defined in the ABL Credit Agreement) in a corresponding amount are permanently reduced or terminated in connection with any such repayment).

“ Reinvestment Prepayment Date ”: with respect to any Reinvestment Event, the earlier of (a) the date occurring one year (or, if the Borrower or a Restricted Subsidiary shall have entered into a legally binding commitment within one year after such Reinvestment Event to (x) restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the Borrower’s or the applicable Restricted Subsidiary’s business or (y) prepay or repay (or, in the case of Term Loans, repurchase pursuant to Section 9.4(g)), as the Borrower may elect in its sole discretion, (I) any Term Loans, (II) permitted Indebtedness that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Obligations or the “Obligations” under and as defined in the ABL Credit Agreement, (III) “FILO Term Loans” (as defined in the ABL Credit Agreement) under the ABL Credit Agreement (or any refinancing thereof that does not constitute Junior Lien Obligations) or (IV) “Revolving Credit Loans” (as defined in the ABL Credit Agreement) under the ABL Credit Agreement (or any refinancing thereof that does not constitute Junior Lien Obligations) (to the extent that, with respect to such “Revolving Credit Loans”, “Revolving Credit Commitments” (as defined in the ABL Credit Agreement) in a corresponding amount in a corresponding amount are permanently reduced or terminated in connection with any such repayment), with the applicable Reinvestment Deferred Amount, 18 months) after such Reinvestment Event and (b) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, (i) restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the Borrower’s or the applicable Restricted Subsidiary’s business or (ii) prepay or repay (or, in the case of Term Loans, repurchase pursuant to Section 9.4(g)) (I) Term Loans, (II) permitted Indebtedness that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Obligations or the “Obligations” under and as defined in the ABL Credit Agreement, (III) “FILO Term Loans” (as defined in the ABL Credit Agreement) under the ABL Credit Agreement (or any refinancing thereof that does not constitute Junior Lien Obligations) or (IV) “Revolving Credit Loans” (as defined in the ABL Credit Agreement) under the ABL Credit Agreement (or any refinancing thereof that does not constitute Junior Lien Obligations) (to the extent that, with respect to such “Revolving Credit Loans”, “Revolving Credit Commitments” (as defined in the ABL Credit Agreement) in a corresponding amount are permanently reduced or terminated in connection with any such repayment), with all or any portion of the relevant Reinvestment Deferred Amount.

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

“ Repayment ”: as defined in Section 1.5(d).

“ Replacement Facility ”: as defined in Section 2.25(a).

“ Replacement Facility Amendment ”: as defined in Section 2.25(c).

“ Replacement Term Loans ”: as defined in Section 2.25(a).

“ Reportable Event ”: any of the “reportable events” set forth in Section 4043(c) of ERISA or the regulations issued thereunder, with respect to a Single Employer Plan, other than those events as to which notice is waived pursuant to PBGC Regulation § 4043 as in effect on the Amendment Effective Date (no matter how such notice requirement may be changed in the future).

“ Representative ”: with respect to any series of Permitted Pari Passu Secured Refinancing Debt, “Permitted Pari Passu Secured FILO Refinancing Debt” (as defined in the ABL Credit Agreement), Permitted Junior Secured Refinancing Debt, “Permitted Junior Secured FILO Refinancing Debt” (as defined in the ABL Credit Agreement) or other Indebtedness permitted to be incurred pursuant to Section 6.2 (and permitted to be secured by all or any portion of the Collateral pursuant to Section 6.3), the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“ Required Lenders ”: at any time, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans then outstanding.

“ Requirement of Tax Law ”: as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority relating to Taxes, 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.

“ Resignation Effective Date ”: as defined in Section 8.9.

“ Restricted Payments ”: as defined in Section 6.6.

“ Restricted Subsidiary ”: any Subsidiary other than an Unrestricted Subsidiary.

“ Returns ”: with respect to any Investment, any dividends, distributions, return of capital and other amounts received or realized in respect of such Investment.

“ Sale and Leaseback Transaction ”: as defined in Section 6.11.

“ S&P ”: Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

“ Scheduled Repayment Amount ”: for any Excess Cash Flow Period, the aggregate amount of all scheduled repayments of any Term Loans, any Permitted Pari Passu Secured Refinancing Debt and, to the extent secured by Liens on a pari passu basis (without regard to control of remedies or application of payments) with the Term Loans, any Incremental Equivalent Debt, in each case made during such Excess Cash Flow Period (or, at the option of the Borrower, during the next Excess Cash Flow Period and prior to the Excess Cash Flow Application Date in such next Excess Cash Flow Period), except, in each case, to the extent

financed with the proceeds of Funded Debt (other than Funded Debt consisting of revolving indebtedness). To the extent such repayments made after the applicable Excess Cash Flow Period reduce Excess Cash Flow for such Excess Cash Flow Period, such repayments shall not also reduce Excess Cash Flow in the Excess Cash Flow Period in which they are made.

“ Screen Rate ”: as defined in the definition of “LIBO Rate”.

“ SEC ”: the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

“ Secured Parties ”: as defined in the Guarantee and Collateral Agreement.

“ Security Documents ”: the collective reference to the Guarantee and Collateral Agreement, the Mortgages, the Canadian Guarantee and Collateral Agreement, any intellectual property security agreements required to be delivered pursuant to the Guarantee and Collateral Agreement or any other Loan Document, any deed of hypothec, Bank Act (Canada) security documents and all other security documents hereafter delivered to the Collateral Agent granting a Lien on any Property of any Loan Party to secure any of the obligations and liabilities of any Loan Party under any Loan Document.

“ Single Employer Plan ”: any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

“ Specified Change of Control ”: a “Change of Control”, or like event, as defined in the agreements governing any Material Debt.

“ Specified China Subsidiary ”: either (a) an entity to be formed after the Amendment Effective Date, which immediately upon formation will be a Foreign Subsidiary, or (b) GNC Hong Kong Limited (but which in either case may cease to be a Subsidiary pursuant to Section 6.5(t)).

“ Specified Harbin Proceeds ”: as defined in Section 2.15(i).

“ Specified Hedge Agreement ”: any Hedge Agreement entered into or assumed by the Borrower or any Guarantor and any Qualified Counterparty and designated by the Qualified Counterparty and the Borrower in writing to the Administrative Agent as a “Specified Hedge Agreement”; provided that in no event shall “Specified Hedge Agreements” under and as defined in the ABL Credit Agreement constitute Specified Hedge Agreements hereunder. Notwithstanding the foregoing, for all purposes of the Loan Documents, any guarantee of, or grant of any Lien to secure, any obligations in respect of a Specified Hedge Agreement by a Guarantor shall not include any Excluded Swap Obligations.

“ Specified Prepayment Event ”: limited to any Prepayment Event described in clause (b) of the definition of “Prepayment Event”.

“ Specified Taxable Year ”: as defined in Section 6.6(c).

“ Springing Maturity Date ”: May 16, 2020 or, if later, the date that is 91 days prior to the stated maturity date of any Indebtedness that refinances the Convertible Senior Notes and has a stated maturity date between August 15, 2020 and June 2, 2021.

“ Subordinated Intercompany Note ”: the Subordinated Intercompany Note attached as Exhibit C to the Guarantee and Collateral Agreement.

“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

“ Subsidiary Guarantor ”: each Subsidiary of the Borrower, other than an Excluded Subsidiary.

“ Term Borrowing ”: any Borrowing of Term Loans.

“ Term Loan Commitment ”: as to any Lender, the obligation of such Lender, if any, to make a Term Loan to the Borrower under this Agreement.

“ Term Loan Lenders ”: each Lender that has a Term Loan Commitment or that is the holder of a Term Loan.

“ Term Loans ”: any term loans made or outstanding pursuant to this Agreement.

“ Term Priority Collateral ”: “Term Priority Collateral” under and as defined in the ABL Intercreditor Agreement.

“ Test Period ”: on any date of determination, the period of four consecutive fiscal quarters of the Borrower then most recently ended for which financial statements have been delivered or were required to be delivered pursuant to Section 5.1(a) or (b), taken as one accounting period.

“ Tranche B Term Loan Lenders ”: each Lender that is the holder of a Tranche B Term Loan.

“ Tranche B Term Loans ”: the Tranche B-1 Term Loans and the Tranche B-2 Term Loans.

“ Tranche B-1 Term Loan Facility ”: the Tranche B-1 Term Loans.

“ Tranche B-1 Term Loan Installment Date ”: as defined in Section 2.3(a).

“ Tranche B-1 Term Loan Lenders ”: each Lender that is the holder of a Tranche B-1 Term Loan.

“ Tranche B-1 Term Loan Maturity Date ”: March 4, 2019.

“ Tranche B-1 Term Loan Percentage ”: as to any Tranche B-1 Term Loan Lender at any time, the percentage which the aggregate principal amount of such Tranche B-1 Term Loan Lender’s Tranche B-1 Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche B-1 Term Loans then outstanding.

“ Tranche B-1 Term Loans ”: as defined in the Amendment Agreement. The aggregate outstanding principal amount of the Tranche B-1 Term Loans on the Amendment Effective Date after giving effect to the Amendment Agreement is $151,861,534.27.

“ Tranche B-2 Term Loan Conversion ”: as defined in Section 2.27.

“ Tranche B-2 Term Loan Facility ”: the Tranche B-2 Term Loans.

“ Tranche B-2 Term Loan Installment Date ”: as defined in Section 2.3(b).

“ Tranche B-2 Term Loan Lenders ”: each Lender that is the holder of a Tranche B-2 Term Loan.

“ Tranche B-2 Term Loan Maturity Date ”: March 4, 2021 (provided that, unless on or prior to the Springing Maturity Date, all outstanding amounts under the Convertible Senior Notes exceeding $50,000,000 have been either (x) refinanced with Indebtedness that matures later than June 2, 2021 or (y) repaid (other than with the proceeds of Indebtedness that matures earlier than June 3, 2021) or converted into equity of Parent or Holdings or Effectively Discharged, the Tranche B-2 Term Loan Maturity Date shall be the Springing Maturity Date).

“ Tranche B-2 Term Loan Percentage ”: as to any Tranche B-2 Term Loan Lender at any time, the percentage which the aggregate principal amount of such Tranche B-2 Term Loan Lender’s Tranche B-2 Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche B-2 Term Loans then outstanding.

“ Tranche B-2 Term Loans ”: as defined in the Amendment Agreement. The aggregate outstanding principal amount of the Tranche B-2 Term Loans on the Amendment Effective Date after giving effect to the Amendment Agreement is $979,335,821.32.

“ Treasury Rate ”: the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days (but not more than five Business Days) prior to the date of any Specified Prepayment Event (or, if such statistical release is not so published or available, any publicly available source of similar market data selected by the Borrower in good faith)) most nearly equal to the period from such date of acceleration to March 4, 2021; provided , however , that if the period from the date of such Specified Prepayment Event to March 4, 2021 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of two years shall be used.

“ Unrestricted Cash ”: cash or Cash Equivalents of the Borrower or any of its Restricted Subsidiaries that are not subject to any express contractual restrictions on the application thereof (it being expressly understood and agreed that, for the avoidance of doubt,

affirmative and negative covenants and events of default that do not expressly restrict the application of such cash or Cash Equivalents shall not constitute express contractual restrictions for purposes of this definition) and not subject to any Lien (other than Liens created by the Loan Documents or the ABL Loan Documents or securing Incremental Equivalent Debt, Permitted Pari Passu Secured Refinancing Debt, “Permitted Pari Passu Secured FILO Refinancing Debt” (as defined in the ABL Credit Agreement), Permitted Junior Secured Refinancing Debt, “Permitted Junior Secured FILO Refinancing Debt” (as defined in the ABL Credit Agreement) or Indebtedness permitted by Section 6.2(dd) or (ff), non-consensual Liens permitted by Section 6.3 or (whether or not consensual) Liens permitted by Sections 6.3(m) and 6.3(q)). For the avoidance of doubt, when any of the Consolidated Net Senior Secured Leverage Ratio or Consolidated Net Total Leverage Ratio is being calculated for purposes of incurring Incremental Equivalent Debt, Indebtedness under 6.2(i) or (ff) or other Indebtedness incurred based on a ratio test, the proceeds of such Indebtedness shall not constitute Unrestricted Cash for purposes of such calculation.

“ Unrestricted Subsidiary ”: any Subsidiary of the Borrower designated by the board of directors of the Borrower as an Unrestricted Subsidiary pursuant to Section 5.15 subsequent to the Amendment Effective Date, until such Person ceases to be an Unrestricted Subsidiary of the Borrower in accordance with Section 5.15.

“ Weighted Average Life to Maturity ”: when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal (excluding nominal amortization), including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“ Withholding Agent ”: any Loan Party or the Administrative Agent, as applicable.

“ Wholly Owned Subsidiary Guarantor ”: any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.

1.2 Other Definitional Provisions .

(b) As used herein and in the other Loan Documents, unless otherwise specified herein or in such other Loan Document:

(iii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(iv) the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(vi) unless the context requires otherwise, the word “or” shall be construed to mean “and/or”;

(viii) references to any direct or indirect parent company of the Parent shall refer to Holdings and any of its Wholly Owned Subsidiaries which are parent companies of the Parent; and

be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Québec, (q) “personal property” shall be deemed to include “movable property”, (r) “real property” shall be deemed to include “immovable property”, (s) “tangible property” shall be deemed to include “corporeal property”, (t) “intangible property” shall be deemed to include “incorporeal property”, (u) “security interest” and “mortgage” shall be deemed to include a “hypothec”, (v) all references to filing, registering or recording under the UCC or the PPSA shall be deemed to include publication under the Civil Code of Québec, (w) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to the “opposability” of such Liens to third parties, (x) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (y) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, and (z) an “agent” shall be deemed to include a “mandatary”.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

1.3 Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Term B-1 Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a Eurodollar Term B-1 Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Term B-1 Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Term B-1 Borrowing”).

manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof), (iii) for purposes of determinations of the Consolidated Net Senior Secured Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Consolidated Net Total Leverage Ratio, GAAP shall be construed as in effect on the Amendment Effective Date and (iv) notwithstanding anything to the contrary herein, in the event of a change under GAAP (or the application thereof) requiring any leases to be capitalized that are not required to be capitalized as of the Amendment Effective Date, only those leases that would result or would have resulted in Capital Lease Obligations or Capital Expenditures on the Amendment Effective Date (assuming for purposes hereof that they were in existence on the Amendment Effective Date) will be considered capital leases and all calculations under this Agreement will be made in accordance therewith. In the event that any “Accounting Change” as defined below shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower or the Administrative Agent, the Borrower, the Administrative Agent and the Lenders shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect prior to the date of such Accounting Change shall remain in effect until the effective date of such amendment. “Accounting Change” refers to any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants.

1.5 Pro Forma Calculations . (a) Notwithstanding anything to the contrary herein, the Consolidated Net Total Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio shall be calculated in the manner prescribed by this Section 1.5; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.5, when calculating the Consolidated Net First Lien Leverage Ratio for the purposes of (i) the ECF Percentage of Excess Cash Flow and (ii) determining actual compliance (not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant for purposes of Section 6.1, the events described in this Section 1.5 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

(a) For purposes of calculating the Consolidated Net Total Leverage Ratio, Consolidated Net First Lien Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio, Pro Forma Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Pro Forma Transaction that would

have required adjustment pursuant to this Section 1.5, then the Consolidated Net Total Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.5.

(b) Whenever pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Borrower and include, without duplication, (i) the EBITDA (as determined in good faith by the Borrower and in any case consistent with the definition of “Consolidated EBITDA” set forth herein) of any Person or line of business acquired or disposed of and (ii) the “run-rate” (i.e., the full recurring benefit for a period associated with an action taken or expected to be taken) amount of cost savings, operating expense reductions, other operating improvements and synergies resulting from such Pro Forma Transaction that are certified by such Responsible Officer of the Borrower to the Administrative Agent as being (x) factually supportable and reasonably identifiable, reasonably attributable to the actions specified and reasonably anticipated to result from such actions and (y) reasonably anticipated to be realized within twelve months after the closing date of such Pro Forma Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of the relevant Test Period as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period, net of the amount of actual benefits realized during such period from such actions.

(c) In the event that the Borrower or any Restricted Subsidiary (i) incurs (including by assumption or guarantees) or (ii) repays, redeems, defeases, retires, extinguishes or is released from or otherwise no longer obligated in respect of (each, a “ Repayment ”), any Indebtedness included in the calculations of the Consolidated Net Total Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (x) during the applicable Test Period or (y) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Net Total Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence or Repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period.

classify and reclassify Indebtedness (or any portion thereof) incurred under Section 6.2 and Liens (or any portion thereof) incurred under Section 6.3 among applicable exceptions to such covenants and (ii) if the Borrower or any Restricted Subsidiary in connection with any transaction or series of related transactions substantially concurrently (A) incurs Indebtedness as permitted by a ratio-based basket and (B) incurs Indebtedness under a non-ratio-based basket, then the applicable ratio will be calculated with respect to such action under the applicable ratio-based basket without regard to such action under such non-ratio-based basket made in connection with such transaction or series of related transactions.

1.8 Currency Equivalents Generally .

(b) For purposes of determining the Consolidated Net Senior Secured Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Consolidated Net Total Leverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars at the currency exchange rates used in preparing the Borrower’s financial statements corresponding to the Test Period with respect to the applicable date of determination and will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of Hedge Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness.

1.9 Limited Condition Transactions.

(a) Notwithstanding anything to the contrary herein, for the purpose of (i) compliance with any financial ratio or test (including, without limitation, any Consolidated Net Senior Secured Leverage Ratio test, any Consolidated Net First Lien Leverage Ratio test, any Consolidated Net Total Leverage Ratio test, and/or the amount of Consolidated EBITDA) or (ii) accuracy of any representations or warranties or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of any transaction in connection with any Permitted Acquisition or other similar permitted Investment that is, in each case, not conditioned on obtaining third party financing (including the assumption or incurrence of Indebtedness) (any such action, a “ Limited Condition Transaction ”), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower (a “ LCT Election ”), (1) in the case of any Permitted Acquisition or other similar

permitted Investment, at the time of (or on the basis of the financial statements for the most recently ended applicable Test Period at the time of) either (x) the execution of the definitive agreement with respect to such Permitted Acquisition or other Investment or (y) the consummation of such Permitted Acquisition or other Investment (the “ LCT Test Date ”), in each case, after giving effect to the relevant Permitted Acquisition or other Investment on a Pro Forma Basis. If the Borrower has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test and/or the amount of Consolidated EBITDA on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or amount of Consolidated EBITDA shall be tested by calculating the availability under such financial ratio or test and/or the amount of Consolidated EBITDA, as applicable, on a Pro Forma Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of indebtedness and the use of proceeds thereof).

(b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, any Consolidated Net Senior Secured Leverage Ratio test, any Consolidated Net First Lien Leverage Ratio test, any Consolidated Net Total Leverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to the immediately preceding paragraph), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be.

(c) Notwithstanding anything to the contrary herein, in the case of any Limited Condition Transaction and any Incremental Term Loans to be incurred to finance such Limited Condition Transaction (it being understood that no Incremental Term Loans may be incurred to finance a Limited Condition Transaction without the consent of the Required Lenders), (x) no representations or warranties shall be required to be made or be accurate as a condition to such Limited Condition Transaction or incurrence other than customary “specified representations” and (y) the absence of a Default or Event of Default shall not be required as a condition to the consummation of such Limited Condition Transaction or such incurrence (but shall be tested at the time of the execution of the definitive agreement with respect to the Limited Condition Transaction).

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 Tranche B Term Loans . On the 2013 Closing Date, the lenders party to the Existing Credit Agreement on such date made term loans to the Borrower or continued existing term loans that were outstanding on such date. As of the Amendment Effective Date, the aggregate outstanding principal amount of Tranche B-1 Term Loans is $151,861,534.27 and the aggregate outstanding principal amount of Tranche B-2 Term Loans is $979,335,821.32. The Tranche B Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Section 2.10.

2.2 [Reserved] .

2.3 Repayment of Tranche B Term Loans .

(a) The Tranche B-1 Term Loan of each Tranche B-1 Term Loan Lender shall mature in consecutive quarterly installments (each a “ Tranche B-1 Term Loan Installment Date ”), commencing on March 31, 2014, each of which shall be in an amount equal to such Lender’s Tranche B-1 Term Loan Percentage multiplied by the amount set forth below opposite such installment:



Installment	Principal Amount

March 31, 2014	$1,137,500
June 30, 2014	$1,137,500
September 30, 2014	$1,137,500
December 31, 2014	$1,137,500
March 31, 2015	$1,137,500
June 30, 2015	$1,137,500
September 30, 2015	$1,137,500
December 31, 2015	$1,137,500
March 31, 2016	$1,137,500
June 30, 2016	$1,137,500
September 30, 2016	$1,137,500
December 31, 2016	$1,137,500
March 31, 2017	$1,137,500
June 30, 2017	$1,137,500
September 30, 2017	$1,137,500
December 31, 2017	$1,137,500
March 31, 2018	$1,137,500
June 30, 2018	$1,137,500
September 30, 2018	$1,137,500
December 31, 2018	$1,137,500
March 4, 2019	$147,311,534.27

; provided that the final principal repayment installment of the Tranche B-1 Term Loans repaid on the Tranche B-1 Term Loan Maturity Date shall be, in any event, in an amount equal to the aggregate principal amount of all Tranche B-1 Term Loans outstanding on such date.

(b) The Tranche B-2 Term Loans of each Tranche B-2 Term Loan Lender shall be payable in equal consecutive quarterly installments on the last Business Day of each March, June, September and December (each a “ Tranche B-2 Term Loan Installment Date ”), commencing on March 31, 2018, in a quarterly amount equal to such Tranche B-2 Term Loan Lender’s Tranche B-2 Term Loan Percentage multiplied by $10,700,000; provided that the final principal repayment installment of the 2020 Tranche B-2 Term Loans repaid on the Tranche B-2 Term Loan Maturity Date shall be, in any event, in an amount equal to the aggregate principal amount of all Tranche B-2 Term Loans outstanding on such date.

2.4 [Reserved].

2.5 Loans and Borrowings . (a) The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder.

(a) Subject to Section 2.17, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Lender to make such Loan and the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(b) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $2,500,000. At the time each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 15 Eurodollar Borrowings outstanding; provided that after the establishment of any new Class of Loans hereunder, the number of Interest Periods otherwise permitted by this Section 2.5(c) shall increase by three Interest Periods for each applicable Class so established.

(c) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the applicable Maturity Date for such Borrowing.

2.6 Request for Borrowing . To request a Borrowing of Term Loans, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 A.M., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic transmission to the Administrative

Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Such Borrowing Request shall specify the following information in compliance with Section 2.5:

(i) the aggregate amount of the requested Borrowing;

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

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

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

(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.9.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

2.7 [Reserved] .

2.8 [Reserved] .

2.9 Funding of Borrowings . (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City or such other account reasonably approved by the Administrative Agent, in each case, as is designated by the Borrower in the applicable Borrowing Request.

corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

2.10 Interest Elections . (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.6 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic transmission to the Administrative Agent of a written Interest Election Request signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.5:

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

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

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

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

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Term Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Term Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

2.11 [Reserved ].

2.12 Repayment of Loans; Evidence of Debt . (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan of such Lender on the Maturity Date applicable to such Loan.

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

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

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

(e) Any Lender may request through the Administrative Agent that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender and its registered

assigns and in the form of Exhibit E. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.4) be represented by one or more promissory notes in such form payable to such payee and its registered assigns.

2.13 Prepayment of Loans . (a) The Borrower shall have the right at any time and from time to time to voluntarily prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.19) subject to prior notice in accordance with paragraph (c) of this Section.

(b) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (c) of this Section. Each optional prepayment of Term Loans shall be applied to the Class or Classes of Term Loans as directed by the Borrower. Each mandatory prepayment of Term Loans (i) pursuant to Section 2.15(a) shall be applied ratably to the Term Loans, (ii)(A) pursuant to Section 2.15(b)(i) shall be applied ratably to the Tranche B-2 Term Loans and (B) pursuant to Section 2.15(b)(ii) shall be applied as described therein, (iii) pursuant to 2.15(c) or 2.15(d) shall be applied first, ratably, to the Tranche B-2 Term Loans until the Tranche B-2 Term Loans are repaid in full and second, ratably, to the “FILO Term Loans” (as defined in the ABL Credit Agreement) if permitted pursuant to the terms of the ABL Credit Agreement, and if not permitted pursuant to the Terms of the ABL Credit Agreement or if the “FILO Term Loans” shall have been repaid in full shall be applied ratably to the remaining Term Loans, (iv)(A) pursuant to Section 2.15(e)(i) shall be applied ratably to the Class of Term Loans to be repaid with the Net Cash Proceeds of such Replacement Term Loans or Permitted Term Loan Refinancing Indebtedness and (B) pursuant to Section 2.15(e)(ii) shall be applied ratably to the Tranche B-1 Term Loans, (v) pursuant to Section 2.15(f) shall be applied ratably to the Tranche B-2 Term Loans held by Early Consenters that did not select the Cash Option, (vi) pursuant to Section 2.15(g) shall be applied ratably to the Tranche B-2 Term Loans held by Late Consenters that did not select the Cash Option, (vii) pursuant to Section 2.15(h) shall be applied ratably to the Tranche B-2 Term Loans held by Cash Option Lenders and (viii)(A) pursuant to Section 2.15(i) and constituting Specified Harbin Proceeds shall be applied ratably to the Tranche B-2 Term Loans and (B) pursuant to Section 2.15(i) and not constituting Specified Harbin Proceeds shall be applied as set forth in the proviso thereto (in each of the preceding clauses (i) though (viii) based on the respective outstanding principal amounts thereof unless, in the case of Extended Term Loans, Incremental Term Loans or Replacement Term Loans, the applicable Permitted Amendment specifies a less favorable treatment). Prepayments of Term Loans shall be applied to the remaining scheduled installments as follows:

(i) any mandatory prepayments of Term Loans pursuant to Section 2.15 shall be applied (a) in the case of the Tranche B Term Loans, to the remaining scheduled installments thereof as directed by the Borrower, and, in the absence of such direction, in direct order of maturity (provided that mandatory prepayments pursuant to Section 2.15(f), (g) and (h) shall be applied to the remaining scheduled installments of Tranche B-2 Term Loans in inverse order of maturity), and (b) in the case of any other Term Loans, in the order specified in the applicable Permitted Amendment, and

(ii) any optional prepayments of Term Loans pursuant to Section 2.13(a) shall be applied to the remaining scheduled installments thereof as directed by the Borrower, and, in the absence of such direction, in direct order of maturity.

(c) The Borrower shall notify the Administrative Agent by telephone (confirmed by written notice (which may be by email)) of any voluntary prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 10:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that any notice of prepayment of Term Loans may be conditioned upon the effectiveness of other credit facilities or any other financing or a sale transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial voluntary prepayment of any Borrowing pursuant to Section 2.13(a) shall be in an integral multiple of $500,000 and not less than $2,500,000 (or, if less, the remaining outstanding amount of such Borrowing). Prepayments shall be accompanied by accrued interest to the extent required by Section 2.16. Each repayment of a Borrowing shall be applied ratably to the Loans included in the repaid Borrowing. In the event the Borrower fails to specify the Borrowings to which any voluntary prepayment shall be applied, such prepayment shall be applied to prepay first ratably the Tranche B-1 Term Loans until the Tranche B-1 Term Loans are repaid in full and second ratably to the remaining Term Loans (unless, with respect to a Class of Term Loans, the applicable Permitted Amendment specifies a less favorable treatment).

(d) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.21(c)) or any other Loan Document, the Purchasing Borrower Parties shall have the right at any time and from time to time to purchase Term Loans by way of assignment in accordance with Section 9.4(g).

(e) In the event that any Prepayment Event occurs (i) after the Amendment Effective Date but prior to the date that is 12 months after the Amendment Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Tranche B-2 Term Loan Lenders, a prepayment premium of 0% of the outstanding principal amount of the Tranche B-2 Term Loans subject to such Prepayment Event plus, to the extent such Prepayment Event constitutes a Specified Prepayment Event, the Make-Whole Amount, (ii) on or after the date that is 12 months after the Amendment Effective Date but prior to the date that is 24 months after the Amendment Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Tranche B-2 Term Loan Lenders, a prepayment premium of 2% of the outstanding principal amount of the Tranche B-2 Term Loans subject to such Prepayment Event plus, to the extent such Prepayment Event constitutes a Specified Prepayment Event, the Make-Whole Amount and (iii) on or after the date that is 24 months after the Amendment Effective Date but prior to the date that is 30 months after the Amendment Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Tranche B-2 Term Loan Lenders, a prepayment

premium of 1% of the outstanding principal amount of the Tranche B-2 Term Loans subject to such Prepayment Event.

(f) Any Lender, at its option, may elect to decline any mandatory prepayment pursuant to Section 2.15(b), (c), (d) or (i) of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 P.M., New York City time, not later than one Business Day after the date of such Lender’s receipt of notice regarding such prepayment (any such Lender, a “ Declining Lender ”), and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders shall instead be retained by the Borrower for application for any purpose not prohibited by this Agreement (any such amounts, “ Declined Proceeds ”).

2.14 Fees .

(a) On the earlier to occur of (i) the fifth Business Day following the date on which the aggregate Net Cash Proceeds received by the Borrower or any of its Restricted Subsidiaries after the Amendment Effective Date from Asset Sales, Recovery Events and issuances of Capital Stock exceed $150,000,000 and (ii) the Tranche B-1 Term Loan Maturity Date, the Borrower agrees to pay to each Tranche B-2 Term Loan Lender a fee in an amount equal to 2.00% of the aggregate principal amount of Tranche B-2 Term Loans held by such Tranche B-2 Term Loan Lender on such date (such fee, the “ Duration Fee ”); provided that if such earlier date occurs pursuant to clause (i) above, the aggregate principal amount of each Tranche B-2 Term Loan Lender’s Tranche B-2 Term Loans on such date shall be calculated after giving effect to any mandatory prepayment of such Tranche B-2 Term Loans required to be made and made using the Net Cash Proceeds of the applicable Asset Sales, Recovery Events and/or issuances of Capital Stock described in clause (i); provided further that if the Tranche B-2 Term Loans have been repaid in full on or prior to the earlier of the dates set forth in clauses (i) and (ii) above, no such Duration Fee shall be payable.

(b) The Borrower agrees to pay to the Administrative Agent and to the Collateral Agent, for their own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and each of the Administrative Agent and the Collateral Agent.

2.15 Mandatory Prepayments . (a) If Indebtedness is incurred by Parent, the Borrower or any of its Restricted Subsidiaries (other than Indebtedness permitted under Section 6.2 or Section 6.16), then no later than two Business Days after the date of such issuance or incurrence, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied to the prepayment of the Term Loans as set forth in Section 2.15(j) (together with (x) accrued and unpaid interest thereon and (y) any applicable prepayment premium as set forth in Section 2.13(e)) in the order set forth in Section 2.13(b). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by Parent, the Borrower or any of its Restricted Subsidiaries.

(b) If on any date Parent, the Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event in an amount up to $200,000,000 for all Net Cash Proceeds received on or prior to such date from Asset Sales or

Recovery Events (it being understood that amounts in excess of $200,000,000 shall be applied pursuant to Section 2.15(c)), then, no later than five Business Days (or, if a Default or Event of Default has occurred and is continuing, three Business Days) after the date of receipt by Parent, the Borrower or any of its Restricted Subsidiaries of such Net Cash Proceeds, an amount equal to (i) 50% of the Asset Sale Percentage of such Net Cash Proceeds shall be applied to the prepayment of the Tranche B-2 Term Loans in the order set forth in Section 2.13(b) as set forth in Section 2.15(j) (together with (x) accrued and unpaid interest thereon and (y) any applicable prepayment premium as set forth in Section 2.13(e)) and (ii) 50% of the Asset Sale Percentage of such Net Cash Proceeds shall be applied to voluntary prepayments of (or, in the case of Term Loans, repurchases pursuant to Section 9.4(g) of), as the Borrower may elect in its sole discretion, (I) any Term Loans, (II) permitted Indebtedness that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Obligations or the “Obligations” under and as defined in the ABL Credit Agreement, (III) “FILO Term Loans” (as defined in the ABL Credit Agreement) under the ABL Credit Agreement (or any refinancing thereof that does not constitute Junior Lien Obligations) or (IV) “Revolving Credit Loans” (as defined in the ABL Credit Agreement) under the ABL Credit Agreement (or any refinancing thereof that does not constitute Junior Lien Obligations) (to the extent that, with respect to such “Revolving Credit Loans”, “Revolving Credit Commitments” (as defined in the ABL Credit Agreement) in a corresponding amount are permanently reduced or terminated in connection with any such prepayment); provided that the provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5.

(c) If on any date Parent, the Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event exceeding $200,000,000 for all Net Cash Proceeds received on or prior to such date from Asset Sales or Recovery Events, unless (i) a Reinvestment Notice shall be delivered in respect thereof and (ii) the Consolidated Net First Lien Leverage Ratio on a Pro Forma Basis does not exceed 3.25 to 1.00, then no later than five Business Days (or, if a Default or Event of Default has occurred and is continuing, three Business Days) after the date of receipt by Parent, the Borrower or any of its Restricted Subsidiaries of such Net Cash Proceeds, an amount equal to the Asset Sale Percentage of the amount of such Net Cash Proceeds shall be applied to the prepayment of the Term Loans in the order set forth in Section 2.13(b) as set forth in Section 2.15(j) (together with (x) accrued and unpaid interest thereon and (y) any applicable prepayment premium as set forth in Section 2.13(e)); provided that (i) notwithstanding the foregoing, on each Reinvestment Prepayment Date an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of the Term Loans (together with accrued interest thereon) and (ii) the provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5.

(d) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Borrower shall apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow minus (ii) the Scheduled Repayment Amount (if any) for such Excess Cash Flow Period (including any Scheduled Repayment Amount from the prior Excess Cash Flow Period to the extent such Scheduled Repayment Amount exceeded the amount required to be prepaid pursuant to this Section 2.15(d) in such prior Excess Cash Flow Period), to the prepayment of the Term Loans (together with accrued interest thereon) in the order set forth in Section 2.13(b), as set forth in Section 2.15(j). Each

such prepayment shall be made on a date (an “ Excess Cash Flow Application Date ”) no later than ten days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered.

(e) The Borrower shall apply, on a dollar-for-dollar basis, all of the Net Cash Proceeds of any (i)(A) Replacement Term Loans and (B) Permitted Term Loan Refinancing Indebtedness (that is incurred to refinance Term Loans) to the repayment of Term Loans to be repaid from such Net Cash Proceeds on the date such Net Cash Proceeds are received and (ii) Incremental Term Facilities and Incremental Equivalent Debt that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Term Loans to the prepayment of Tranche B-1 Term Loans (together with any accrued interest on, and breakage costs with respect to, such Tranche B-1 Term Loans) on the date such Net Cash Proceeds are received. Any such prepayment of Term Loans of a Class shall be paid (together, with respect to clause (i) of the preceding sentence, with any applicable payment premium as set forth in Section 2.13(e)) ratably to the holders of such Class and shall be applied to the remaining Term Loans of such Class in the order specified in Section 2.13(b).

(f) On the Amendment Effective Date, after giving effect to the Amendment Agreement, the Borrower shall prepay in kind, on a dollar-for-dollar basis, $262,788,782.04 in aggregate principal amount of Tranche B-2 Term Loans held by Early Consenters that did not select the Cash Option with an equal aggregate principal amount of “FILO Term Loans” (as defined in the ABL Credit Agreement) under the ABL Credit Agreement. Such prepayment shall be applied ratably to the Tranche B-2 Term Loans of such Early Consenters and in the order specified in Section 2.13(b).

(g) On the Amendment Effective Date, after giving effect to the Amendment Agreement, the Borrower shall prepay in kind, on a dollar-for-dollar basis, $0 in aggregate principal amount of Tranche B-2 Term Loans held by Late Consenters that did not select the Cash Option with an equal aggregate principal amount of “FILO Term Loans” (as defined in the ABL Credit Agreement) under the ABL Credit Agreement. Such prepayment shall be applied ratably to the Tranche B-2 Term Loans of such Late Consenters and in the order specified in Section 2.13(b).

(h) On the Amendment Effective Date, after giving effect to the Amendment Agreement, the Borrower shall prepay, in cash, $12,211,217.96 in aggregate principal amount of Tranche B-2 Term Loans held by Cash Option Lenders. Such prepayment shall be applied ratably to the Tranche B-2 Term Loans of such Cash Option Lenders and in the order specified in Section 2.13(b).

(i) No later than five Business Days (or, if a Default or Event of Default has occurred and is continuing, three Business Days) after the date of receipt by Holdings, Parent, the Borrower or any of its Restricted Subsidiaries of Harbin Proceeds constituting the first $100,000,000 of such proceeds so received (such amount, the “ Specified Harbin Proceeds ”), such Specified Harbin Proceeds shall be applied to the prepayment of the Tranche B-2 Term Loans as set forth in Section 2.15(j) (together with accrued and unpaid interest thereon) in the

order specified in Section 2.13(b); provided that Harbin Proceeds not constituting Specified Harbin Proceeds shall be applied, at the Borrower’s option, to voluntary prepayments of (or, in the case of Term Loans, repurchases pursuant to Section 9.4(g) of) one or more of the following: (I) Term Loans, (II) permitted Indebtedness that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Obligations or the “Obligations” under and as defined in the ABL Credit Agreement, (III) “FILO Term Loans” (as defined in the ABL Credit Agreement) under the ABL Credit Agreement (or any refinancing thereof that does not constitute Junior Lien Obligations) or (IV) “Revolving Credit Loans” (as defined in the ABL Credit Agreement) under the ABL Credit Agreement (or any refinancing thereof that does not constitute Junior Lien Obligations) (to the extent that, with respect to such “Revolving Credit Loans”, “Revolving Credit Commitments” (as defined in the ABL Credit Agreement) in a corresponding amount are permanently reduced or terminated in connection with any such prepayment).

(j) Subject to Section 2.13(b), amounts to be applied pursuant to this Section 2.15 shall be applied first to reduce outstanding ABR Loans of the applicable Class. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans of such Class; provided , however, that the Borrower may elect (except in the case of a prepayment pursuant to Section 2.15(e), 2.15(f), 2.15(g) or 2.15(h)) that the remainder of such prepayments not applied to prepay ABR Loans be deposited in a collateral account pledged to the Collateral Agent to secure the Obligations (the “ Collateral Account ”) and applied thereafter by the Administrative Agent to prepay the Eurodollar Loans on the last day of the next expiring Interest Period for Eurodollar Loans; provided that (A) interest shall continue to accrue thereon at the rate otherwise applicable under this Agreement to the Eurodollar Loans in respect of which such deposit was made, until such amounts are applied to prepay such Eurodollar Loans, and (B) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all of such amounts to the payment of Eurodollar Loans.

(k) Notwithstanding any other provision of Section 2.13 or Section 2.15 to the contrary:

(i) If at the time that any mandatory prepayment pursuant to Section 2.15(b), (c) or (d) above would be required, the Borrower is required to, or required to offer to, repurchase or redeem or repay or prepay permitted Indebtedness that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Obligations pursuant to the terms of the documentation governing such Indebtedness with such Excess Cash Flow or with the Net Cash Proceeds of such Asset Sale or Recovery Event (such pari passu Indebtedness required to be or required to be offered to be so repurchased, redeemed, repaid or prepaid, “ Other Applicable Indebtedness ”), then the Borrower may apply such Excess Cash Flow or such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Excess Cash Flow or such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Excess Cash Flow or such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such

Excess Cash Flow or such Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase, redemption, repayment or prepayment of Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.15(b), (c) or (d) shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid, or repaid or prepaid with such Excess Cash Flow or such Net Cash Proceeds, the declined amount of such Excess Cash Flow or such Net Cash Proceeds shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof (to the extent such Excess Cash Flow or such Net Cash Proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding); and

(ii) To the extent that (x) the Net Cash Proceeds of any Asset Sale result from the Disposition of ABL Priority Collateral or (y) the Net Cash Proceeds of any Recovery Event result from any settlement of, or payment in respect of, any property or casualty insurance claim or any condemnation proceeding relating to ABL Priority Collateral, such Net Cash Proceeds shall first be applied as required pursuant to Section 2.15(a) of the ABL Credit Agreement before being applied to the mandatory prepayment of the Term Loans pursuant to Section 2.15(b) or (c) above.

(l) Notwithstanding any other provisions of Section 2.13 or Section 2.15, to the extent any or all of the Net Cash Proceeds of any Asset Sale received by a Foreign Subsidiary (“ Foreign Asset Sale ”), the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary (“ Foreign Recovery Event ”), the Net Cash Proceeds of any incurrence of Indebtedness by a Foreign Subsidiary to the extent required to repay the Term Loans pursuant to Section 2.15(a) (“ Foreign Indebtedness Event ”) or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.15 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer would have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans as otherwise required pursuant to Section

2.15 ( provided that no such prepayment of the Term Loans pursuant to Section 2.15 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the Borrower believes in good faith would result in material adverse tax consequences or the repatriation of which is prohibited or delayed by any applicable local law, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or repayments of permitted Indebtedness pursuant to a Reinvestment Notice or to prepayment (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), (x) the Borrower applies an amount equal to the amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments, repayments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary) or (y) such Net Cash Proceeds or Excess Cash Flow are applied to the repayment of Indebtedness of a Foreign Subsidiary).

2.16 Interest . (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin.

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

(c) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.1(a) or 7.1(f), any overdue amount payable by the Borrower hereunder shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of or interest on any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other overdue amount, 2% plus the rate applicable to Tranche B-1 Term Loans that are ABR Loans as provided in paragraph (a) of this Section prior to giving effect to any increase in such rate pursuant to this paragraph (c).

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand and (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Notwithstanding the forgoing, solely for the purposes of the Interest Act (Canada) and disclosure under such Act, whenever interest to be paid under this Agreement is to be calculated on the basis of a year of 365 days or

any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by either 365 or such other period of time, as the case may be.

2.17 Alternate Rate of Interest . (a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

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

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or electronic transmission as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (B) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

(b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that either (i) the circumstances set forth in clause (a)(i) of this Section 2.17 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) of this Section 2.17 have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.2, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such

amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.17(b), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (y) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. Notwithstanding anything to the contrary in this Agreement, this clause (b) shall not apply to the Tranche B-1 Term Loans except to the extent that, after the Amendment Effective Date, the Tranche B-1 Term Loan Maturity Date has been extended pursuant to an Extension Amendment and the Extending Lenders party to such Extension Amendment have consented therein to this clause (b) with respect to such extended Tranche B-1 Term Loans.

2.18 Increased Costs . (a) If any Change in Law shall:

(i) subject the Administrative Agent or any Lender to any Taxes (other than (A) Indemnified Taxes covered under Section 2.20, (B) Excluded Taxes or (C) Other Taxes) on its Loans, Commitments or other obligations hereunder, or its deposits, reserves or other liabilities or capital attributable thereto;

(iii) impose on any Lender or the London interbank market any other condition, cost or expense (excluding any condition relating to Taxes) affecting this Agreement or Eurodollar Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender (or in the case of clause (i), to the Administrative Agent or such Lender) of making, converting to, continuing or maintaining any Eurodollar Loan (or in the case of clause (i), any Loan) (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the Administrative Agent or such Lender hereunder (whether of principal, interest or otherwise), then, upon request of such Lender, the Borrower will pay to the Administrative Agent or such Lender, as the case may be, such additional amount or amounts as will compensate the Administrative Agent or such Lender, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender determines that any Change in Law regarding capital or liquidity requirements or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the Amendment Effective Date has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could

have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth in reasonable detail the matters giving rise to a claim under this Section 2.18 by such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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

(e) If any Lender reasonably determines that any Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Eurodollar Loans, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Loans or to convert ABR Loans to Eurodollar Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower may at its option revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans and shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender to ABR Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

be revoked under Section 2.13(c) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.22(c), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit). Such loss, cost or expense to any Lender shall consist of an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. Absent manifest error in the determination of such amount, the Borrower shall pay such Lender the amount shown as due on any such certificate within 15 days after receipt thereof.

2.20 Taxes . (a) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the applicable Withholding Agent shall be required by Requirement of Tax Law to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased by the applicable Loan Party as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.20(a)) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Withholding Agent shall make or cause to be made such deductions and (iii) the applicable Withholding Agent shall pay or cause to be paid the full amount deducted to the relevant Governmental Authority in accordance with Requirement of Tax Law.

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

(c) The Loan Parties shall indemnify the Administrative Agent and each Lender within 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of any Loan Party hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto; provided that the Loan Parties shall not be obligated to make payment to the Administrative Agent or any Lender pursuant to this Section in respect of penalties, interest and other liabilities attributable to any Indemnified Taxes or Other Taxes if (i) written demand therefor has not been made by the Administrative Agent or such Lender within

30 days from the date on which the Administrative Agent or such Lender knew of the imposition of such Indemnified Taxes or Other Taxes by the relevant Governmental Authority, (ii) such penalties, interest and other liabilities have accrued after the Loan Parties have indemnified or paid any additional amount pursuant to this Section or (iii) such penalties, interest and other liabilities are attributable to the gross negligence, bad faith or willful misconduct of the Administrative Agent or such Lender as determined by a court of competent jurisdiction by final and non-appealable judgment. A certificate setting forth in reasonable detail the basis for such claim and the calculation of the amount of any such payment or liability shall be delivered to the Borrower by a Lender or by the Administrative Agent on its own behalf or on behalf of a Lender, and shall be conclusive absent manifest error.

(e) (i) Each Lender other than a Foreign Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly executed originals of IRS Form W-9 (or any successor form) certifying that such Lender is exempt from United States Federal withholding tax. Each Foreign Lender shall deliver to the Borrower and the Administrative Agent (i) two properly completed and duly executed originals of IRS Form W-8BEN or Form W-8BEN-E, Form W-8ECI or, to the extent a Foreign Lender is not the beneficial owner, Form W-8IMY (together with any applicable underlying IRS forms), or any subsequent versions thereof or successors thereto, (ii) in the case of a Foreign Lender claiming exemption from United States Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” a certificate in the form attached hereto as Exhibit E-1, E-2, E-3 or E-4, as applicable, and two properly completed and duly executed originals of the applicable IRS Form W-8BEN or Form W-8BEN-E, or any subsequent versions thereof or successors thereto, or (iii) any other form prescribed by applicable requirements of United States Federal income tax law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable requirements of law to permit the Borrower and the Administrative Agent to determine the deduction required to be made, in each case, certifying such Foreign Lender’s entitlement to an exemption from or a reduction in United States Federal withholding tax with respect to payments of interest to be made hereunder or under any other Loan Documents. Such forms shall be delivered by each Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation) and from time to time thereafter upon the request of the Borrower or the Administrative Agent. In addition, each Lender shall promptly deliver such forms upon the obsolescence or invalidity of any form previously delivered by such Lender. Each Lender shall promptly notify the Borrower and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the United States taxing authorities for such purpose). Any Lender, if requested by the Administrative Agent or the Borrower, shall deliver such other documentation prescribed by or reasonably requested by the Administrative Agent or the

Borrower as will enable the Administrative Agent or the Borrower to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

(ii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding Tax imposed pursuant to FATCA if such Lender fails to comply with any requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the applicable Withholding Agent, on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation) and from time to time thereafter upon the request of the applicable Withholding Agent, such documentation prescribed by Requirement of Tax Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the applicable Withholding Agent as may be necessary for the applicable Withholding Agent to comply with its obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA and to determine the amount to deduct and withhold from such payment. To the extent that the relevant documentation provided pursuant to this paragraph is rendered obsolete or inaccurate in any material respect as a result of changes in circumstances with respect to the status of a Lender, such Lender shall, to the extent permitted by Requirement of Tax Law, deliver to the applicable Withholding Agent revised and/or updated documentation sufficient for the applicable Withholding Agent to confirm as to whether such Lender has complied with its respective obligations under FATCA. Solely for purposes of this clause (e)(ii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Notwithstanding any other provision of this Section 2.20, a Lender shall not be required to deliver any form pursuant to this Section 2.20 that such Lender is not legally able to deliver.

(f) Each Lender shall indemnify the Administrative Agent for the full amount of any Taxes imposed by any Governmental Authority that are attributable to such Lender and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith. Should the applicable Withholding Agent not deduct or withhold any Taxes imposed by FATCA from a payment under any Loan Document based on the documentation provided by a Lender pursuant to Section 2.20(d)(ii), any amounts subsequently determined by a Governmental Authority to be subject to United States Federal withholding Tax imposed pursuant to FATCA (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) shall be indemnified by such Lender. A certificate as to the amount of such payment or liability delivered to any Lender by the Withholding Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent under this paragraph (f).

(g) Solely for purposes of determining withholding Taxes imposed under FATCA, from and after the Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans

as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

(h) If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section 2.20, it shall pay over such refund to the applicable Loan Party within a reasonable period (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.20 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided , that such Loan Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Loan Party pursuant to this Section 2.20(h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section 2.20(h) shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

(i) Each party’s obligations under this Section 2.20 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Obligations.

2.21 Payments Generally; Pro Rata Treatment; Sharing of Set-offs . (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or amounts payable under Section 2.18, 2.19 or 2.20 or otherwise) prior to the time expressly required hereunder for such payment (or if no such time is expressly required, prior to 2:00 p.m. New York City time), on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York, except that payments pursuant to Sections 2.18, 2.19, 2.20, 9.3 or 9.4(g) shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under any Loan Document shall be made in dollars. Any Term Loans paid or prepaid may not be reborrowed.

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

then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including, without limitation, Sections 2.24, 2.25, 2.26 and 9.4(g) or pursuant to the terms of any Permitted Amendment) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted under this Agreement. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

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

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.9(b), 2.21(d) or 8.7, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

2.22 Mitigation Obligations; Replacement of Lenders . (a) If any Lender requests compensation under Section 2.18, or if the Borrower is required to pay any amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.20, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to

another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.18 or 2.20, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender (or any Participant in the Loans held by such Lender) requests compensation under Section 2.18, or if the Borrower is required to pay any amount to any Lender (or its Participant) or any Governmental Authority for the account of any Lender pursuant to Section 2.20, or if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.4 ( provided that, if the required Assignment and Assumption is not executed and delivered by such Lender, such Lender will be unconditionally and irrevocably deemed to have executed and delivered such Assignment and Assumption as of the date such Lender receives payment in full of the amounts set forth in clause (ii) below)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, to the extent consent for an Assignment and Assumption would be required by such Person pursuant to Section 9.4, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees, prepayment premiums set forth in Section 2.13(e) (if applicable) and all other amounts payable to it hereunder (but, for the avoidance of doubt, not any amounts in respect of Specified Hedge Agreements, Cash Management Obligations and contingent reimbursement and indemnification obligations which are not due and payable), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.18 or payments required to be made pursuant to Section 2.20, such assignment will result in a reduction in such compensation or payments in the future. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

is not executed and delivered by such Non-Consenting Lender, such Non-Consenting Lender will be unconditionally and irrevocably deemed to have executed and delivered such Assignment and Assumption as of the date such Non-Consenting Lender receives payment in full of the amounts set forth in clause (ii) below)), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, to the extent consent for an Assignment and Assumption would be required by such Person pursuant to Section 9.4, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees, prepayment premiums set forth in Section 2.13(e) (if applicable) and all other amounts payable to it hereunder (but, for the avoidance of doubt, not any amounts in respect of Specified Hedge Agreements, Cash Management Obligations and contingent reimbursement and indemnification obligations which are not due and payable), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination.

2.23 [Reserved] .

2.24 Incremental Facilities . (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent, add additional Tranche B Term Loans or add one or more additional tranches of Term Loans (the “ Incremental Term Loans ” and, each such increase or tranche, an “ Incremental Facility ”); provided that, subject to Section 1.9, no Default or Event of Default shall have occurred and be continuing at the time of such incurrence of Incremental Term Loans or would result therefrom, and the representations and warranties in the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (provided that, in each case, such materiality qualifier shall not be applicable to any representations or warranties that already are qualified by materiality or Material Adverse Effect). Notwithstanding anything to the contrary herein, without the consent of the Required Lenders, the aggregate amount of the Incremental Term Loans shall not exceed the aggregate principal amount of Tranche B-1 Term Loans to be prepaid substantially concurrently with such Incremental Term Loans (except to the extent of accrued interest on, and breakage costs with respect to, such Tranche B-1 Term Loans). Each tranche of Incremental Term Loans shall be in an integral multiple of $1,000,000, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder.

(b) Any Incremental Term Loans (i) shall rank pari passu in right of payment and security with the outstanding Term Loans, (ii) for purposes of mandatory prepayments, shall be treated substantially the same as (or, to the extent set forth in the relevant Incremental Facility Amendment, less favorably than (but not more favorably than)) the Tranche B-2 Term Loans and (iii) other than amortization, maturity date, optional prepayments and redemptions and pricing (interest rate, fees, funding discounts and prepayment premiums) (as set forth in the relevant Incremental Facility Amendment), shall have the same terms as the Tranche B-2 Term

Loans or such terms as are reasonably satisfactory to the Administrative Agent (except for covenants and other such terms that are (A) added to this Agreement for benefit of the Term Loan Lenders or (B) applicable only after the Latest Maturity Date of the Term Loans); provided that (A) if the All-In Yield with respect to such Incremental Term Loans determined as of the initial funding date for such Incremental Term Loans exceeds the All-In Yield with respect to the Tranche B-2 Term Loans immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, the Applicable Margin relating to the Tranche B-2 Term Loans shall be adjusted and/or the Borrower will pay additional fees to Lenders holding Tranche B-2 Term Loans in order that such All-In Yield with respect to such Incremental Term Loans shall not exceed such All-In Yield with respect to the Tranche B-2 Term Loans by more than 0.50% (the “ MFN Adjustment ”); provided that, if any such Incremental Term Loans include a LIBO Rate floor or an Alternate Base Rate floor that is greater than the LIBO Rate floor or Alternate Base Rate floor applicable to the Tranche B-2 Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of the MFN Adjustment, but only to the extent an increase in the LIBO Rate floor or Alternate Base Rate floor applicable to the Tranche B-2 Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the LIBO Rate floor and Alternate Base Rate floor (but not the Applicable Margin) applicable to the Tranche B-2 Term Loans shall be increased to the extent of such differential between interest rate floors, (B) except in the case of a bridge loan which provides for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than the then Latest Maturity Date of the Term Loans, any Incremental Term Loans shall not have a final maturity date earlier than the then Latest Maturity Date of the then remaining Term Loans in effect at the time such Incremental Term Loans are incurred, (C) except in the case of a bridge loan which provides for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than the then Latest Maturity Date of the Term Loans (and otherwise satisfies the requirements of this clause (C)), any Incremental Term Loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then remaining Term Loans in effect at the time such Incremental Term Loans are incurred and (D) any Incremental Term Loans consisting of an increase to any Class of Term Loans shall have terms identical to the such Class of Term Loans (excluding upfront fees and customary arranger fees).

(c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any Additional Lenders that elect to extend Incremental Term Loans shall be reasonably satisfactory to the Borrower and (unless such Additional Lender is already a Lender or an Affiliate of a Lender or an Approved Fund) the Administrative Agent, and, if not already a Lender, shall become a Lender under this Agreement pursuant to an Incremental Facility Amendment. Each Incremental Facility shall become effective pursuant to an amendment (which shall be reasonably satisfactory to the Administrative Agent) (each, an “ Incremental Facility Amendment ”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender or Additional Lenders and the Administrative Agent. No Incremental Facility Amendment shall require the consent of any Lenders or any other Person other than the Borrower, the Administrative Agent and the Additional Lenders with respect to such Incremental Facility. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees. An Incremental Facility Amendment may, without the consent of any other

Lenders or any other Person, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section (including to provide for class voting provisions applicable to the Additional Lenders on terms comparable to the provisions of Section 9.2(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders party thereto, be subject to the satisfaction or waiver on the date thereof (each, an “ Incremental Facility Closing Date ”) of each of the conditions set forth in Section 4.2 (it being understood that all references to the date of making any extension of credit in Section 4.2 shall be deemed to refer to the Incremental Facility Closing Date). The proceeds of any Incremental Facility will be used to make the prepayment of Tranche B-1 Term Loans described in Section 2.15(e)(ii) (together with any accrued interest on, and breakage costs with respect to, such Tranche B-1 Term Loans). To the extent reasonably requested by the Administrative Agent, the effectiveness of an Incremental Facility Amendment may be conditioned on the Administrative Agent’s receipt of board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Amendment Effective Date under Section 4 of the Amendment Agreement with respect to the Borrower and the Subsidiary Guarantors, and customary legal opinions with respect thereto. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to any of the transactions effected pursuant to this Section 2.24.

2.25 Replacement Facilities . (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent, replace all or a portion of the Term Loans under any Facility with one or more additional tranches of term loans under this Agreement (the “ Replacement Term Loans ” and each such replacement facility, a “ Replacement Facility ”). Each tranche of Replacement Term Loans shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $25,000,000 (or such lesser minimum amount approved by the Administrative Agent) and shall not exceed the principal amount of the Term Loans being replaced (plus an amount equal to unpaid accrued interest thereon, undrawn commitments with respect thereto, any fees or premium applicable thereto or paid in connection therewith, plus upfront fees and original issue discount on such Replacement Term Loans, plus other customary fees and expenses in connection with such replacement). The Net Cash Proceeds of any Replacement Term Loans shall be applied only to prepay the Term Loans of the Class of Term Loans which such Replacement Term Loans are replacing.

(b) Any Replacement Term Loans (i) shall rank pari passu in right of payment and security with the Obligations in respect of the Term Loans, (ii) for purposes of mandatory prepayments, shall be treated substantially the same as (or, to the extent set forth in the relevant Replacement Facility Amendment, less favorably than (but not more favorably than)) the Term Loans being replaced and (iii) other than amortization, maturity date, pricing (interest rate, fees, funding discounts and prepayment premiums (and which shall not be subject to any MFN Adjustment)) and optional prepayments and redemptions (each as set forth in the relevant Replacement Facility Amendment), shall have the same terms as the Term Loans being replaced (other than (x) to the extent set forth in the relevant Replacement Facility Amendment, any terms less favorable to the Lenders thereof or (y) terms that are not materially more restrictive on the Borrower and the Restricted Subsidiaries, taken as a whole, than the terms of

the Term Loans being replaced unless such terms are (I) added to this Agreement for the benefit of the Lenders or (II) applicable only to periods after the then Latest Maturity Date of the Term Loans at the time of incurrence of such Replacement Term Loans), or such other terms as are reasonably satisfactory to the Administrative Agent and the Borrower, provided that (A) any Replacement Term Loans shall not have a final maturity date earlier than the then Latest Maturity Date of the Term Loans being replaced as of the time of incurrence of such Replacement Term Loans, (B) any Replacement Term Loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the Term Loans being replaced as of the time of incurrence of such Replacement Term Loans, (C) the principal of and interest on any Term Loans being replaced with Replacement Term Loans shall be paid on the funding date of the applicable Replacement Term Loans with the proceeds thereof and (D) the Term Loans of each Lender under the replaced Class shall be prepaid ratably.

(c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Replacement Term Loans. Any Additional Lender that elects to extend Replacement Term Loans shall be reasonably satisfactory to the Borrower and (unless such Additional Lender is already a Lender or an Affiliate of a Lender or an Approved Fund) the Administrative Agent, and, if not already a Lender, shall become a Lender under this Agreement pursuant to a Replacement Facility Amendment. Each Replacement Facility shall become effective pursuant to an amendment (which shall be reasonably satisfactory to the Administrative Agent) (each, a “ Replacement Facility Amendment ”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender or Additional Lenders and the Administrative Agent. No Replacement Facility Amendment shall require the consent of any Lenders or any other Person other than the Borrower, the Administrative Agent and the Additional Lenders with respect to such Replacement Facility. No Lender shall be obligated to provide any Replacement Term Loans unless it so agrees. Commitments in respect of any Replacement Term Loans shall become Commitments under this Agreement. A Replacement Facility Amendment may, without the consent of any other Lenders or any other Person, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.25. The proceeds of any Replacement Term Loans will be used solely to repay the replaced Facility (or replaced portion thereof). To the extent reasonably requested by the Administrative Agent, the effectiveness of a Replacement Facility Amendment may be conditioned on the Administrative Agent’s receipt of board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Amendment Effective Date under Section 4 of the Amendment Agreement with respect to the Borrower and the Subsidiary Guarantors, and customary legal opinions with respect thereto. The Administrative Agent and the Lenders hereby agree that the minimum

borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to any of the transactions effected pursuant to this Section 2.25.

2.26 Extensions of Term Loans . (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “ Extension Offer ”) made from time to time by the Borrower to all Lenders of any Class of Term Loans with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “ Extension ”, and each group of Term Loans, as so extended, as well as the original Term Loans not so extended, being a “tranche” and a Class hereunder; any Extended Term Loans shall constitute a separate tranche and Class of Term Loans from the tranche and Class of Term Loans from which they were converted), so long as the following terms are satisfied: (i) except as to pricing (interest rate, fees, funding discounts and prepayment premiums (and which shall not be subject to any MFN Adjustment)), amortization, maturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (ii), (iii) and (iv), be set forth in the relevant Extension Offer), the Term Loans of any Term Loan Lender that agrees to an Extension with respect to such Term Loans (an “ Extending Term Lender ”) extended pursuant to any Extension (“ Extended Term Loans ”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer (except for terms which are (I) added to this Agreement for the benefit of the Lenders or (II) applicable only to periods after the then Latest Maturity Date of the Term Loans at the time of such Extension Offer), (ii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date of the Term Loans being so extended at the time of such Extension Offer, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no less than the remaining Weighted Average Life to Maturity of the Class extended thereby at the time of such Extension Offer, (iv) any Extended Term Loans may participate on a pro rata basis, a less than pro rata basis, or, to the extent set forth in Sections 2.13(b), 2.15(b), 2.15(c), 2,15(d), 2.15(e), 2.15(f), 2.15(g), 2.15(h) and 2.15(i) or as otherwise expressly permitted by this Agreement, a greater than pro rata basis than any other Class of Term Loans in any mandatory prepayments hereunder, in each case as specified in the respective Extension Offer or in this Agreement, (v) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Loan Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Loan Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Loan Lenders have accepted such Extension Offer, (vi) all documentation in respect of such Extension shall be consistent with the foregoing and (vii) any applicable Minimum Extension Condition shall be satisfied at the option of the Borrower.

(b) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.13 or Section 2.15 and (ii) at the option of the Borrower, an Extension Offer may specify the minimum amount of Term Loans to be extended, which shall be in an integral multiple of $1,000,000 and an aggregate principal amount that is not less than $50,000,000 (or if less, the remaining outstanding principal amount of a given Class) (or such lesser minimum amount reasonably approved by the Administrative Agent) (a “ Minimum Extension Condition ”). The transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and the requirements of any provision of this Agreement (including, without limitation, Sections 2.13 and 2.21) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section shall not apply to any of the transactions effected pursuant to this Section 2.26.

(c) The consent of the Administrative Agent shall not be required to effectuate any Extension. No consent of any Lender or any other Person shall be required to effectuate any Extension, other than the consent of the Borrower and each Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (which shall be reasonably satisfactory to the Administrative Agent) (an “ Extension Amendment ”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).

(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.26.

2.27 Conversion of Tranche B Term Loans . Notwithstanding anything to the contrary in this Agreement, in the event that after the Amendment Effective Date any Lender that is a Tranche B-2 Term Loan Lender as of the Amendment Effective Date shall, in accordance

with Section 9.4, become an assignee with respect to any Tranche B-1 Term Loans, such Tranche B-2 Term Loan Lender may, at any time prior to the Tranche B-1 Maturity Date, elect to convert all or any portion (as specified in such notice) of such Tranche B-1 Term Loans so assigned into an equal principal amount of Tranche B-2 Term Loans, which conversion into Tranche B-2 Term Loans shall occur automatically upon the delivery of such notice and shall not be subject to the prior consent of any other Person hereunder, and such converted Tranche B-2 Term Loans will automatically become subject to the terms and provisions hereof applicable to Tranche B-2 Term Loans (and will no longer be subject to the terms and provisions hereof applicable to the Tranche B-1 Term Loans) (each such conversion a “ Tranche B-2 Term Loan Conversion ”). Tranche B-2 Term Loan Conversions pursuant to this Section 2.27 shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.13 or Section 2.15. The transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, in respect of any Tranche B-2 Term Loans on the terms set forth herein) shall not require the consent of any Lender or any other Person, and the requirements of any provision of this Agreement (including, without limitation, Sections 2.13 and 2.21) or any other Loan Document that may otherwise prohibit any such Tranche B-2 Term Loan Conversion or any other transaction contemplated by this Section shall not apply to any of the transactions effected pursuant to this Section 2.27. For the avoidance of doubt, any Tranche B-2 Term Loans so purchased after the Amendment Effective Date shall be entitled to the Duration Fee (if not yet paid), but not to any fees payable on, or any mandatory prepayment required to be made on, the Amendment Effective Date.

SECTION 3. REPRESENTATIONS AND WARRANTIES

To induce the Arrangers, the Agents and the Lenders to enter into this Agreement and to make the Loans, Parent and the Borrower hereby jointly and severally represent and warrant to each Arranger, each Agent and each Lender on the Amendment Effective Date (and on any other date as specified herein for the making of representations and warranties) that:

3.1 Financial Condition. The audited consolidated balance sheets of Holdings as at December 31, 2016, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers, present fairly in all material respects the consolidated financial condition of Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Holdings as at September 30, 2017, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly in all material respects the consolidated financial condition of Holdings as at such date and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (unless otherwise noted therein) applied consistently throughout the periods involved (except as disclosed therein).

3.2 No Change. Since December 31, 2016 there has been no development or event that has had or would reasonably be expected to have a Material Adverse Effect.

3.3 Corporate Existence; Compliance with Law. Each of Parent and the Borrower and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing or in full force and effect under the laws of the jurisdiction of its organization (to the extent such concepts exist in such jurisdictions), (b) has the organizational power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign organization and in good standing or in full force and effect under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except, in the case of the foregoing clauses (a) (solely with respect to Restricted Subsidiaries), (b), (c) and (d), as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

3.4 Organizational Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party. No material consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, (ii) the consents, authorizations, filings and notices described in Schedule 3.4, (iii) the filings referred to in Section 3.18 and (iv) filings necessary to create or perfect Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (v) those consents, authorizations, filings and notices the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

3.5 No Legal Bar. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law applicable to, or any Contractual Obligation of, Parent, the Borrower or any of its Restricted Subsidiaries, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any such Requirement of Law or any such Contractual Obligation (other than Permitted Liens).

3.6 No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Parent or the Borrower, threatened in writing against Parent, the Borrower or any of its Restricted Subsidiaries

or against any of their respective properties or revenues (a) with respect to this Agreement or any of the other Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that would reasonably be expected to have a Material Adverse Effect (after giving effect to indemnification from certain manufacturers and applicable insurance).

3.7 No Default. Neither Parent, the Borrower nor any of its Restricted Subsidiaries is in default under or with respect to any of its material Contractual Obligations in any respect that would reasonably be expected to have a Material Adverse Effect.

3.8 Ownership of Property; Liens. Each of Parent, the Borrower and its Restricted Subsidiaries has good title to, or a valid leasehold interest in, all real property and other Property material to the conduct of its business except where the failure to have such title or interests would not reasonably be expected to have a Material Adverse Effect. None of the Pledged Capital Stock is subject to any Lien except for Permitted Liens.

3.9 Intellectual Property. Except as would not reasonably be expected to result in a Material Adverse Effect, to the knowledge of Parent and the Borrower, (i) Parent, the Borrower and each of its Restricted Subsidiaries owns, or has a valid license to use, all Intellectual Property necessary for the conduct of its business as currently conducted (“Company Intellectual Property”); (ii) no claim has been asserted in writing and is pending by any Person challenging or questioning the use of any Company Intellectual Property or the validity or effectiveness of any Company Intellectual Property, nor does Parent or the Borrower know of any valid basis for any such claim; and (iii) the use of Company Intellectual Property by Parent, the Borrower and its Restricted Subsidiaries does not infringe on the Intellectual Property rights of any Person.

3.10 Taxes. Each of Parent, the Borrower and each of its Restricted Subsidiaries has filed or caused to be filed all federal income and all material state, provincial, territorial and other tax returns that are required to be filed and has paid all federal income and all material state, provincial, territorial and other Taxes, assessments, fees and other governmental charges levied or imposed upon it or its properties, income or assets due and payable by it (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Parent, the Borrower or its Restricted Subsidiaries, as the case may be) except, in each case, where the failure to do so would not reasonably be expected to have a Material Adverse Effect. To the knowledge of Parent and the Borrower, no material written claim has been asserted with respect to any Taxes (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Parent, the Borrower or its Restricted Subsidiaries, as the case may be).

3.11 Federal Regulations. No part of the proceeds of any Loans will be used by Parent, the Borrower or any of its Subsidiaries for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board. On the Amendment Effective Date, none of Parent, the Borrower or any of its Subsidiaries owns any “margin stock”.

3.12 ERISA. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) neither a Reportable Event nor the failure of any Loan Party or Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan or any failure by any Single Employer Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period, (iii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits by a material amount, (iv) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, (v) no failure by any Loan Party or Commonly Controlled Entity to make any required contribution to a Multiemployer Plan pursuant to Sections 431 or 432 of the Code has occurred, (vi) there has not been a determination that any Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA), and (vii) to the knowledge of Parent or the Borrower, no such Multiemployer Plan is Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA.

3.13 Investment Company Act. No Loan Party is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

3.14 Restricted Subsidiaries . (a) The Restricted Subsidiaries listed on Schedule 3.14(a) constitute all the Restricted Subsidiaries of Parent as of the Amendment Effective Date. Schedule 3.14(a) sets forth as of the Amendment Effective Date the exact legal name (as reflected on the certificate of incorporation (or formation)) and jurisdiction of incorporation (or formation) of each Restricted Subsidiary of Parent and, as to each such Restricted Subsidiary, the percentage and number of each class of Capital Stock of such Restricted Subsidiary owned by Parent and its Restricted Subsidiaries.

(b) As of the Amendment Effective Date, except as set forth on Schedule 3.14(b), there are no outstanding subscriptions, options, warrants, calls or similar rights (other than stock options granted to employees, directors, managers and consultants and directors’ qualifying shares) relating to any Capital Stock of Parent, the Borrower or any Restricted Subsidiary.

(c) As of the Amendment Effective Date, the Borrower has no Unrestricted Subsidiaries other than GNC Intermediate IP Holdings, LLC and GNC Intellectual Property Holdings, LLC.

3.15 Use of Proceeds. The proceeds of the Incremental Term Loans shall be used as specified in Section 2.24. The proceeds of the Replacement Term Loans shall be used as specified in Section 2.25.

3.16 Environmental Matters. Other than exceptions to any of the following that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect:

(a) Parent, the Borrower and its Restricted Subsidiaries: (i) are in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits required for any of their current operations or for any property owned, leased, or otherwise operated by any of them; and (iii) are in compliance with all of their Environmental Permits;

(b) to the knowledge of Parent, the Borrower or any of its Restricted Subsidiaries, Hazardous Materials are not present at, on, under or in any real property now or formerly owned, leased or operated by Parent, the Borrower or any of its Restricted Subsidiaries, or, to the knowledge of Parent, the Borrower or any of its Restricted Subsidiaries, at any other location (including, without limitation, any location to which Hazardous Materials have been sent by Parent, the Borrower or any of its Restricted Subsidiaries for re-use or recycling or for treatment, storage, or disposal) which would reasonably be expected to (i) give rise to the imposition of Environmental Liabilities on Parent, the Borrower or any of its Restricted Subsidiaries, (ii) materially interfere with Parent’s, the Borrower’s or any of its Restricted Subsidiaries’ continued operations, or (iii) materially impair the fair saleable value of any real property owned or leased by Parent, the Borrower or any of its Restricted Subsidiaries;

(c) there is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) pursuant to any Environmental Law to which Parent, the Borrower or any of its Restricted Subsidiaries is named as a party that is pending or, to the knowledge of Parent, the Borrower or any of its Restricted Subsidiaries, threatened in writing;

(d) neither Parent, the Borrower nor any of its Restricted Subsidiaries has received any written request for information, or been notified in writing that it is a potentially responsible party under or relating to the federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law;

(e) neither Parent, the Borrower nor any of its Restricted Subsidiaries has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Law or Environmental Liability; and

(f) neither Parent, the Borrower nor any of its Restricted Subsidiaries has assumed or retained by contract any Environmental Liability.

3.17 Accuracy of Information, etc. No written statement or written information (other than projections and other forward-looking information and information of a general economic nature or general industry nature) contained in this Agreement, any other Loan Document or any other document, certificate or written statement furnished to the Arrangers, the Agents or the Lenders or any of them, by or at the direction and on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, taken as a whole with all such other written statements, written information, documents and certificates, contained as of the date such written statement, written information, document or certificate was so dated or certified, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were delivered, contained herein or therein not materially misleading (after giving effect to all written updates thereto delivered by or on behalf of any Loan Party). The projections and other forward-looking financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by Parent and the Borrower to be reasonable as of the date such information is dated or certified, it being recognized by the Lenders that (i) such projections and financial information as they relate to future events are not to be viewed as fact and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties, (ii) no assurance can be given that any particular projections will be realized and (iii) actual results during the period or periods covered by such projections and financial information may differ from the projected results set forth therein by a material amount.

3.18 Security Documents. (a) Each of the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Subject to the terms of Section 5.10(d), in the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Capital Stock (and constituting “certificated securities” within the meaning of the UCC or the PPSA) are delivered to the Collateral Agent (or an agent or bailee of the Collateral Agent for such purpose), (ii) Collateral with respect to which a security interest may be perfected only by possession or control, upon the taking of possession or control by the Collateral Agent (or an agent or bailee of the Collateral Agent for such purpose) of such Collateral, and (iii) the other personal property Collateral described in the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the appropriate filing offices and such other filings as are specified by the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement have been completed, each of the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement), in each case prior to the Liens of any other Person (subject to the Intercreditor Agreements and except for Permitted Liens).

(b) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on the Mortgaged Properties described therein; and when the Mortgages are filed or recorded in the offices designated by the Borrower, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage or the Loan Documents).

3.19 Solvency . After giving effect to the Amendment Transactions on the Amendment Effective Date and the incurrence of all Indebtedness and obligations being incurred in connection herewith and therewith on the Amendment Effective Date, and after giving effect to Sections 2.1(b) and 2.2 of the Guarantee and Collateral Agreement and Sections 2.1(b) and 2.2 of the Canadian Guarantee and Collateral Agreement, on the Amendment Effective Date the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.

3.20 Patriot Act. To the extent applicable, each Loan Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the “Act”).

3.21 Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, and the Borrower and its Subsidiaries, and to the knowledge of the Borrower, its directors, officers, employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower or any of its Subsidiaries or (b) to the knowledge of the Borrower, any director, officer, employee or agent of the Borrower or any of its Subsidiaries that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

3.22 EEA Financial Institution. No Loan Party is an EEA Financial Institution.

3.23 Canadian Welfare and Pension Plans. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each Loan Party has adopted all Canadian Welfare Plans required pursuant to applicable Requirements of Law and each of such plans has been maintained and each Loan Party is in compliance with such laws in all material respects including, without limitation, all requirements relating to employee participation, funding, investment of funds, benefits and transactions with the Loan Parties and persons related to them, (ii) no Loan Party has a material contingent liability with respect to any post-retirement benefit under a Canadian Welfare Plan, (iii) with respect to Canadian Pension Plans: (a) no Canadian Pension Termination Event has occurred and no steps have been taken to terminate any Canadian Pension Plan (wholly or in part) which could result in any Loan Party

being required to make a material additional contribution to any Canadian Pension Plan, (b) no contribution failure has occurred with respect to any Canadian Pension Plan sufficient to give rise to a lien or charge under any applicable pension benefits laws of any other jurisdiction (for certainty, not including payments in respect of contributions payable but not yet due), and (c) no condition exists and no event or transaction has occurred with respect to any Canadian Pension Plan which is reasonably likely to result in any Loan Party incurring any material liability, fine or penalty, (iv) each Canadian Pension Plan is in compliance (other than immaterial non-compliance) with all applicable pension benefits and tax laws, (v) all contributions (other than immaterial amounts) (including employee contributions made by authorized payroll deductions or other withholdings) required to be made to the appropriate funding agency in accordance with all applicable Requirements of Law (other than immaterial non-compliance) and the terms of each such Canadian Pension Plan have been made in accordance with all applicable Requirements of Law (other than immaterial non-compliance) and the terms of such Canadian Pension Plan (other than immaterial non-compliance), (vi) all liabilities under each Canadian Pension Plan are funded in accordance with the terms of the respective Canadian Pension Plans, the requirements of applicable pension benefits laws and of applicable regulatory authorities (other than immaterial non-compliance), (vii) no event has occurred and no conditions exist with respect to any Canadian Pension Plan that has resulted or could reasonably be expected to result in any such Canadian Pension Plan having its registration revoked or refused by any administration of any relevant pension benefits regulatory authority or being required to pay any taxes (other than taxes the amounts of which are immaterial) or penalties under any applicable pension benefits or tax laws and (viii) no Loan Party contributes to, sponsors or maintains, or has in the past 5 years contributed to, sponsored or maintained, a Canadian Defined Benefit Pension Plan.

3.24 Canadian Anti-Corruption and Canadian Anti-Money Laundering. The Canadian Guarantor has adopted and maintains adequate procedures designed to ensure that it is in compliance in all material respects with all Canadian Anti-Money Laundering Legislation and Canadian Anti-Corruption Laws.

SECTION 4. CONDITIONS PRECEDENT

4.1 [Reserved] .

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applicable to any representations or warranties that already are qualified or modified by materiality or Material Adverse Effect).

SECTION 5. AFFIRMATIVE COVENANTS

Parent and the Borrower hereby jointly and severally agree that, so long as any Loan or other amount (excluding Obligations in respect of (x) any Specified Hedge Agreements or Cash Management Obligations and (y) contingent reimbursement and indemnification obligations which are not due and payable) is owing to any Lender, any Agent or any Arranger hereunder, each of Parent and the Borrower shall and shall cause each of the Borrower’s Restricted Subsidiaries to:

5.1 Financial Statements. Furnish to the Administrative Agent for further delivery to each Agent and each Lender:

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of and for the previous year, all in reasonable detail and prepared in accordance with GAAP, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit (other than a “going concern” statement, explanatory note or like qualification or exception resulting solely from an upcoming maturity date hereunder or under the Convertible Notes Indenture), by PricewaterhouseCoopers or other independent certified public accountants of nationally recognized standing;

(b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, all in reasonable detail and certified by a Responsible Officer as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Borrower and its consolidated Subsidiaries in accordance with GAAP (subject to normal year end audit adjustments and the absence of footnotes); and

(c) together with each set of consolidated financial statements referred to in Sections 5.1(a) and 5.1(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements.

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Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (c) of this Section 5.1 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent company of the Borrower that directly or indirectly owns all of the Capital Stock of the Borrower or (B) the Borrower’s (or any direct or indirect parent company thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to a parent of the Borrower and if requested by the Administrative Agent, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Borrower (or such parent), on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand (which consolidating information shall be certified by a Responsible Officer of the Borrower as fairly presenting such information unless such consolidating information is contained in the financial statements included in a Form 10-K or 10-Q filed with the SEC), and (ii) to the extent such information is in lieu of information required to be provided under Section 5.1(a), the consolidated financial statements included in the materials provided pursuant to the foregoing clause (A) or (B) are accompanied by a report by PricewaterhouseCoopers or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception or qualification arising out of the scope of such audit (other than a “going concern” statement, explanatory note or like qualification or exception resulting solely from an upcoming maturity date hereunder or under the Convertible Notes Indenture).

5.2 Certificates; Other Information. Furnish to the Administrative Agent in each case for further delivery to the Collateral Agent and each Lender, or, in the case of clause (g) below, to the relevant Lender:

(a) concurrently with the delivery of the financial statements referred to in Section 5.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate (it being understood that such certificate shall be limited to the items that independent certified public accountants are permitted to cover in such certificates pursuant to their professional standards and customs of the profession); provided that such certificate shall not be required to be delivered if Parent and the Borrower have used commercially reasonable efforts to cause such certificate to be delivered by such accountants or such accountants have informed Parent and the Borrower that such accountants are not able or willing to provide such certificate;

(b) concurrently with the delivery of any financial statements pursuant to Sections 5.1(a) and 5.1(b), (i) a certificate of a Responsible Officer stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) (x) a Compliance Certificate and (y) to the extent not previously disclosed to the Administrative Agent in writing, a listing of (A) any store openings or closings since the last such certificate delivered (or, since the Amendment Effective Date, in the case of the first such certificate delivered after the Amendment Effective Date) and any new warehouse or distribution locations within the United States or otherwise where any Loan Party keeps material inventory or equipment, (B) any registered Intellectual Property acquired, created, developed, or exclusively licensed by any Loan Party since the date of the most recent

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list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Amendment Effective Date) and (C) any new Restricted Subsidiary since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Amendment Effective Date);

(c) as soon as available, and in any event no later than 60 days (or, in the case of the Projections to be delivered after the end of the Borrower’s 2017 fiscal year, 90 days) after the end of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a statement of all material assumptions used in preparation of such budget) (collectively, the “ Projections ”), which Projections shall set forth such information on a quarterly basis and in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions at the time made (it being understood that the Projections are based upon good faith estimates and assumptions believed by management of Parent and the Borrower to be reasonable at the time made, it being recognized that such financial information as it relates to future events (i) is not to be viewed as fact and is subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties, (ii) no assurance can be given that any particular projections will be realized and (iii) that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount);

(d) to the extent that the Borrower (or a direct or indirect parent company of Borrower) is not otherwise required to file reports on form 10-K or 10-Q with the SEC, within 45 days after the end of each of the first three fiscal quarters of the Borrower in each fiscal year, or within 90 days after the fourth fiscal quarter of the Borrower in each fiscal year, a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year;

(e) promptly after the furnishing thereof, copies of any material notices received by any Loan Party from, or material statement or material report furnished to, any holder (which is not an Affiliate of Parent) of Material Debt and not otherwise required to be furnished to the Administrative Agent or the Lenders pursuant to any other clause of this Section 5.2 (other than any such notices, statements or reports of an administrative or ministerial nature including, for the avoidance of doubt, with respect to any “Borrowing Base Certificate” (as defined in the ABL Credit Agreement) and other notices with respect to the calculation of the “Borrowing Base” or the “FILO Borrowing Base” (each as defined in the ABL Credit Agreement));

(f) within ten days after the same are sent, copies of all reports that Parent or the Borrower or any of its Restricted Subsidiaries sends to the holders of (x) any Material Debt (other than any such reports of an administrative or ministerial nature including, for the avoidance of doubt, any “Borrowing Base Certificate” (as defined in the ABL Credit Agreement) and other reports with respect to the calculation of the “Borrowing Base” or the

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“FILO Borrowing Base” (each as defined in the ABL Credit Agreement)) or (y) any class of its public equity securities and, within ten days after the same are filed, copies of all reports that Parent or the Borrower or any of its Restricted Subsidiaries may make to, or file with, the SEC (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8), and in any case not otherwise required to be furnished to the Administrative Agent or the Lenders pursuant to any other clause of this Section 5.2; in each case only to the extent such reports are of a type customarily delivered by borrowers to lenders in syndicated loan financings; and

Concurrently with the delivery of any document or notice required to be delivered pursuant to this Section 5.2 (collectively, the “ Borrower Materials ”), the Borrower shall indicate in writing whether such document or notice contains Nonpublic Information (which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof if such Borrower Materials may be distributed to “public-side” Lenders). Parent and the Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to Holdings, Parent, the Borrower, its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.2 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “ Platform ”), any document or notice that the Borrower has indicated contains Nonpublic Information shall not be posted on that portion of the Platform designated for such public-side Lenders. All Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “public side”. If the Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.2 contains Nonpublic Information, the Administrative Agent shall post such document or notice solely on that portion of the Platform designated for Lenders who do not wish to receive material nonpublic information with respect to Parent, the Borrower, its Subsidiaries and their securities.

5.3 Payment of Obligations. Pay, discharge or otherwise satisfy before they become delinquent, as the case may be, all its material tax obligations, except (a) where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of Parent, the Borrower or its Restricted Subsidiaries, as the case may be or (b) where the failure to pay, discharge or otherwise satisfy the same would not reasonably be expected to have a Material Adverse Effect.

5.4 Conduct of Business and Maintenance of Existence, etc. (a) (i) Preserve, renew and keep in full force and effect its corporate or other organizational existence and (ii) take all reasonable action to maintain all rights, privileges, franchises, permits and licenses necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 6.4 and except (other than in the case of the preservation of existence of

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Parent and the Borrower) to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) to the extent not in conflict with this Agreement or the other Loan Documents, comply with all Contractual Obligations and applicable Requirements of Law, except to the extent that failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (c) maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws.

5.5 Maintenance of Property; Insurance. (i)(a) Except as would not reasonably be expected to have a Material Adverse Effect, keep all Property and systems necessary in its business (in the good faith belief of the Borrower) in good working order and condition, ordinary wear and tear excepted and (b)maintain with financially sound and reputable insurance companies insurance (or, with respect to inventory and equipment at the retail store level, a program of self-insurance) on all its Property meeting the requirements of Section 5.3 of the Guarantee and Collateral Agreement and in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same geographic regions by companies of similar size engaged in the same or a similar business; provided that such insurance shall not be required to cover ephedra products or other products for which insurance is not available or is not available on commercially reasonable terms.

(ii) If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, then the Borrower shall, or shall cause each Loan Party to, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent.

5.6 Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records in conformity with GAAP and all material applicable Requirements of Law of all material dealings and transactions in relation to its business activities and (b) permit representatives of the Administrative Agent, at reasonable business times and upon reasonable prior notice, to visit and inspect any of its properties and examine and, at the Borrower’s expense, and make abstracts from any of its books and records as often as may reasonably be desired (subject to the immediately succeeding sentence) and to discuss the business, operations, properties and financial and other condition of Parent, the Borrower and its Restricted Subsidiaries with officers and employees of Parent, the Borrower and its Restricted Subsidiaries and with their respective independent certified public accountants (subject to such accountants’ policies and procedures). Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing (in which case there shall be no limits on such visits, inspections and examinations) such visits, inspections and examinations shall be limited to two per fiscal year (and, (x) so long as no Event of Default has occurred and is continuing, only one time at the Borrower’s expense and (y) following the occurrence and during the continuance of an Event of Default, not more than two times at the Borrower’s expense); provided, however, that unless an Event of Default exists, (i) such inspections for environmental matters shall be limited to no

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more than once per fiscal year and (ii) at all times such inspections for environmental matters shall be limited to non-intrusive and non-invasive visual observations. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.6, none of Parent, the Borrower or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

5.7 Notices. Promptly give notice to the Administrative Agent in each case for further delivery to the Collateral Agent and each Lender of:

(a) knowledge by the Borrower or Parent of the occurrence of any Default or Event of Default;

(b) any (i) default or event of default (or alleged default) under any Contractual Obligation (other than the Loan Documents) of Parent, the Borrower or any of its Restricted Subsidiaries or (ii) litigation, investigation or proceeding which may exist at any time between Parent, the Borrower or any of its Restricted Subsidiaries and any Governmental Authority, that in the case of either of clause (i) or (ii), would reasonably be expected to have a Material Adverse Effect;

(c) any litigation or proceeding against Parent, the Borrower or any of its Restricted Subsidiaries that would reasonably be expected to have a Material Adverse Effect;

(d) the following events to the extent such events would reasonably be expected to have a Material Adverse Effect, as soon as possible and in any event within 30 days after the Borrower or any Commonly Controlled Entity knows or has reason to know thereof: (i) the occurrence of any Reportable Event or Canadian Pension Termination Event with respect to any Plan or Canadian Defined Benefit Plan, a failure to make any required contribution to a Single Employer Plan or Multiemployer Plan or a Canadian Pension Plan that would reasonably be expected to give rise to a Lien in favor of the PBGC, the Financial Services Commission of Ontario (or other like provincial entities) (“ FSCO ”) or a Single Employer Plan or Multiemployer Plan or Canadian Pension Plan, the creation of any Lien in favor of any Person including the PBGC, the FSCO or a Single Employer Plan or Multiemployer Plan or Canadian Pension Plan or any withdrawal from, or the termination or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the FSCO or the Borrower or any Loan Party or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination or Insolvency of, any Plan or Canadian Defined Benefit Plan; and

(e) any other development or event that results in or would reasonably be expected to have a Material Adverse Effect.

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Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action (if any) Parent, the Borrower or the relevant Restricted Subsidiary proposes to take with respect thereto.

5.8 Environmental Laws . (a) Comply in all respects with all applicable Environmental Laws, and obtain, maintain and comply with any and all Environmental Permits, except to the extent the failure to so comply with Environmental Laws or obtain, maintain or comply with Environmental Permits would not reasonably be expected to have a Material Adverse Effect.

5.9 [Reserved] .

5.10 Additional Collateral, etc. Subject to the ABL Intercreditor Agreement:

(a) With respect to any personal Property acquired, created or developed (including, without limitation, the filing of any applications for the registration or issuance of any Intellectual Property) after the Amendment Effective Date by any Loan Party (other than Excluded Assets), promptly (x) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement, the Canadian Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and (y) take all actions reasonably necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens and the priorities established by the applicable Intercreditor Agreement) in such Property to the extent required under the Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement, including without limitation, the recording of instruments in the United States Patent and Trademark Office, the United States Copyright Office and, with respect to the Canadian Guarantor, the Canadian Intellectual Property office, and the filing of UCC financing statements in such United States jurisdictions (and PPSA financing statements with respect to Canadian jurisdictions) as may be required by the Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement or by applicable law.

(b) With respect to any fee interest in any real property (other than Excluded Assets) acquired after the Amendment Effective Date by any Loan Party and which is not primarily used as a retail store location of the Company or its Restricted Subsidiaries, as soon as reasonably practicable and in any case on or prior to 60 days after such acquisition or such later date as the Administrative Agent shall agree (i) execute and deliver a first priority Mortgage (subject to Permitted Liens), in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Collateral Agent for the benefit of the Secured Parties with title and extended (to the extent

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available without surveys) coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such lower amount as shall be reasonably specified by the Administrative Agent) as well as, if available and reasonably requested by the Administrative Agent, a current ALTA survey thereof, together with a surveyor’s certificate (in form and substance reasonably satisfactory to the Administrative Agent), each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (iii) if reasonably requested by the Administrative Agent, deliver to the Collateral Agent legal opinions of local counsel and counsel in the jurisdiction where the Loan Party that owns such Mortgaged Property is located, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, and (iv) a completed “Life-of-Loan” Federal Emergency Management Agency flood hazard determination with respect to such Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto) and, if such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance in accordance with Section 5.5(ii).

(c) With respect to any new Restricted Subsidiary that would constitute a Guarantor within the meaning of that term created or acquired after the Amendment Effective Date (other than Excluded Subsidiaries) by the Borrower or a Subsidiary Guarantor promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Restricted Subsidiary that is owned by such Loan Party (other than any such Capital Stock constituting Excluded Assets), (ii) deliver to the Collateral Agent (or its agent or bailee for such purpose) the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party to the extent required by the Guarantee and Collateral Agreement, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the Guarantee and Collateral Agreement with respect to such Restricted Subsidiary to the extent required under the Guarantee and Collateral Agreement, including, without limitation, the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office, and the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent customary legal opinions relating to the matters described above.

(d) Notwithstanding the foregoing provisions of this Section 5.10 or any other provision hereof or of any other Loan Document, (i) the Borrower and Guarantors shall not be required to grant a security interest in any Excluded Assets, (ii) Liens required to be granted pursuant to this Section 5.10, and actions required to be taken, including to perfect such Liens, shall be subject to exceptions and limitations consistent with those set forth in the Security Documents on the Amendment Effective Date (or as created or amended after the

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Amendment Effective Date with the approval of the Borrower), (iii) other than with respect to (A) the Canadian Guarantor and (B) any other Foreign Subsidiary that becomes a Guarantor after the Amendment Effective Date, and in such instance, only with respect to the stock of such Foreign Subsidiary and subject to customary exceptions, limitations and restrictions imposed by local law, no Loan Party shall be required to take any actions outside the United States or under non-United States law to create or perfect any Liens on the Collateral (including, without limitation, any Intellectual Property registered or applied for registration in any jurisdiction outside the United States) and no Security Document shall be governed by the laws of any jurisdiction outside the United States, (iv) the Loan Parties shall not be required to deliver any landlord waivers, estoppels, collateral access agreements or bailee letters, (v) the Loan Parties shall not be required to deliver control agreements (other than to the extent required under Section 5.17 of the ABL Credit Agreement, and only for so long as the ABL Obligations are outstanding) or otherwise deliver perfection by “control” (within the meaning of the Uniform Commercial Code or the Securities Transfer Act (Ontario) (or equivalent in any other province or territory)) (including with respect to deposit accounts, securities accounts and commodities accounts), other than delivery of stock certificates representing Capital Stock owned by Parent, Borrower or any Guarantor (subject to Section 5.17) and instruments and debt securities (and related stock powers and endorsements) to the extent required by the Security Documents, that do not constitute Excluded Assets, (vi) notices shall not be required to be sent by any Loan Party or any Restricted Subsidiary or permitted to be sent by any Secured Party to account debtors or other contractual third parties unless an Event of Default has occurred and is continuing, (vii) no perfection of security interests (except to the extent perfected through the filing of UCC and PPSA financing statements) shall be required with respect to letter of credit rights and (viii) in no event shall perfection be required with respect to any Collateral by means other than (A) filings of UCC and (with respect to the Canadian Guarantor) PPSA financing statements in the office of the secretary of state or provincial ministry (or similar central filing office) of the jurisdiction of formation or organization of such Loan Party, (B) filings in the United States Patent and Trademark Office, the United States Copyright Office or (with respect to the Canadian Guarantor) the Canadian Intellectual Property Office with respect to Collateral consisting of Intellectual Property, (C) delivery to the Collateral Agent, for its possession, of Collateral consisting of Pledged Capital Stock of Restricted Subsidiaries (other than Excluded Assets, and only to the extent represented by a certificate) and material intercompany notes or other material instruments, in each case to the extent required by the Guarantee and Collateral Agreement, together with customary transfer powers executed in blank, and (D) as required by clause (v) above.

5.11 Use of Proceeds. Use the proceeds of the Incremental Term Loans only for the purposes specified in Section 3.15.

5.12 Further Assurances. From time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Administrative Agent or the Collateral Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of more fully perfecting the rights of the Collateral Agent and the Lenders with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds or products thereof or with respect to any other property or assets hereafter acquired by any Loan

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Party which may be deemed to be part of the Collateral) pursuant hereto or thereto other than any Excluded Assets and subject to the terms of Section 5.10. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any right or remedy pursuant to this Agreement or the other Loan Documents which requires any consent, approval, recording, qualification or authorization of any United States or Canadian Governmental Authority, the Borrower will execute and deliver, or will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents that such Agent or such Lender may be required to obtain from the Borrower or any of its Restricted Subsidiaries for such governmental consent, approval, recording, qualification or authorization, subject to the terms of Section 5.10 and other than with respect to any Excluded Assets.

5.13 Maintenance of Ratings. At all times, the Borrower shall use commercially reasonable efforts to maintain (a) a public rating (but not any specific rating) from Moody’s and S&P for the Tranche B-1 Term Loans and Tranche B-2 Term Loans and (b) public corporate credit ratings and corporate family ratings (but, in each case, not any specific rating) from Moody’s and S&P in respect of the Borrower.

5.14 Fiscal Period. End the Fiscal Year of the Borrower on December 31 and maintain the Borrower’s method of determining fiscal quarters as such method is in effect on the Amendment Effective Date.

5.15 Designation of Subsidiaries . (a) The Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis as of the last day of the most recently ended Test Period, with the Financial Covenant and the Borrower shall have delivered to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such designation it would be a “restricted subsidiary” for the purpose of the ABL Credit Agreement or any other Material Debt with recourse to the Parent, the Borrower or a Restricted Subsidiary.

(b) The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s investment therein as determined in good faith by the Borrower and the Investment resulting from such designation must otherwise be in compliance with Section 6.8 (as determined at the time of such designation). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and a return on any Investment by the Borrower in such Unrestricted Subsidiary; provided that solely for purposes of Section 5.10(c) and the Security Documents, any Unrestricted Subsidiary designated as a Restricted Subsidiary shall be deemed to have been acquired on the date of such designation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Borrower.

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5.16 Anti-Corruption and Sanctions. Use, and cause the respective directors, officers, employees and agents of the Borrower and its Subsidiaries to use, the proceeds of any Loan in a manner not (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. Notwithstanding the foregoing, the covenants in this Section 5.16 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) in so far as such covenants would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar law.

5.17 Post-Closing Obligations . Take all necessary actions to satisfy the items described on Schedule 5.17 within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its reasonable discretion).

SECTION 6. NEGATIVE COVENANTS

The Borrower agrees that, so long as any Loan or other amount (excluding Obligations in respect of (x) any Specified Hedge Agreements or Cash Management Obligations and (y) contingent reimbursement and indemnification obligations which are not due and payable) is owing to any Lender, any Agent or any Arranger hereunder, the Borrower shall not, and shall not permit any of the Borrower’s Restricted Subsidiaries to (and Parent agrees that it shall not, for purposes of Section 6.16 only):

6.1 Financial Condition Covenant . (a) Beginning with the fiscal quarter ended March 31, 2018 through and including the fiscal quarter ended December 31, 2018, permit the Consolidated Net First Lien Leverage Ratio as at the last day of any such fiscal quarter of the Borrower to exceed 5.50 to 1.00, (b) beginning with the fiscal quarter ended March 31, 2019 through and including the fiscal quarter ended December 31, 2019, permit the Consolidated Net First Lien Leverage Ratio as at the last day of any such fiscal quarter of the Borrower to exceed 5.00 to 1.00 and (c) beginning with the fiscal quarter ended March 31, 2020 and for each such fiscal quarter thereafter, permit the Consolidated Net First Lien Leverage Ratio as at the last day of any such fiscal quarter of the Borrower to exceed 4.25 to 1.00.

6.2 Limitation on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness pursuant to any Loan Document;

(b) Indebtedness of (i) the Borrower to Parent, (ii) the Borrower to any Restricted Subsidiary, (iii) any Subsidiary Guarantor to Parent, the Borrower or any other Restricted Subsidiary (provided that any such Indebtedness for borrowed money under clause

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(ii) or (iii) that is owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be evidenced by the Subordinated Intercompany Note and subordinated to the Obligations on the terms set forth therein), and (iv) any Restricted Subsidiary that is not a Subsidiary Guarantor to (x) any Loan Party (provided that the Investment by such Loan Party in such Restricted Subsidiary is permitted by Section 6.8) or (y) any other Restricted Subsidiary that is not a Loan Party;

(d) Indebtedness outstanding on the Amendment Effective Date and listed on Schedule 6.2(d) and intercompany Indebtedness outstanding on the Amendment Effective Date;

(e) Guarantee Obligations (i) made in the ordinary course of business by the Borrower or any of its Restricted Subsidiaries of obligations of the Borrower or any Restricted Subsidiary and (ii) of the Borrower or any Restricted Subsidiary in respect of (x) Indebtedness otherwise permitted to be incurred by the Borrower or such Restricted Subsidiary, as the case may be, under this Section 6.2 or by Parent under Section 6.16 and (y) the Convertible Senior Notes; provided that if the Indebtedness being guaranteed is subordinated to the Obligations such guarantee shall be subordinated to the guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness;

(f) [Reserved];

(g) Indebtedness of the Borrower or any Restricted Subsidiary that is assumed in connection with any acquisition of property, or of any Person that becomes a Restricted Subsidiary acquired pursuant to any Permitted Acquisition or other Investment permitted under Section 6.8; provided that such Indebtedness was not incurred (x) to provide all or a portion of the funds utilized to consummate the transaction or series of related transactions constituting such acquisition or property or Permitted Acquisition or Investment or (y) otherwise in connection with, or in contemplation of, such acquisition or property or Permitted Acquisition or Investment;

(h) Indebtedness of Excluded Subsidiaries; provided that the aggregate principal amount of such Indebtedness shall not exceed $5,000,000 at any one time outstanding;

(i) unsecured Indebtedness of the Borrower and the Restricted Subsidiaries; provided that:

(i) at the time of the incurrence of such Indebtedness and immediately after giving effect thereto, no Event of Default shall exist or be continuing;

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(ii) the documentation governing such Indebtedness contains terms that in the aggregate are not materially more restrictive on the Borrower and its Restricted Subsidiaries than those set forth in the Loan Documents (other than (x) interest rate, fees, funding discounts, liquidation preferences, premiums, no call periods, subordination terms and optional prepayment or redemption provisions, (y) terms applicable only after the then Latest Maturity Date of the Term Loans (as determined on the date of incurrence of such Indebtedness) and (z) terms that are added to this Agreement for the benefit of the Lenders);

(iii) immediately after giving effect to the incurrence of such Indebtedness (and all other Pro Forma Transactions related thereto), the Consolidated Net Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period, shall not exceed 4.50 to 1.00;

(iv) the Borrower shall have delivered to the Administrative Agent a certificate from a Responsible Officer of the Borrower demonstrating compliance with the ratio set forth in clause (iii) in reasonable detail;

(vi) other than as set forth in clause (v) above, there shall be no borrower or guarantor in respect of such Indebtedness that is not the Borrower or a Guarantor, respectively;

(vii) such Indebtedness (other than any such Indebtedness consisting of a customary bridge facility, so long as the long-term Indebtedness into which such bridge facility is to be converted or exchanged complies with this clause 6.2(i)(vii)) does not have any scheduled payment of principal (including pursuant to a sinking fund obligation) or mandatory redemption or redemption at the option of the holders thereof or similar prepayment prior to the date that is 91 days after the then Latest Maturity Date of any Term Loans (as determined on the date of incurrence of such Indebtedness), except in the case of any such mandatory redemptions or prepayments to the extent that such redemptions or prepayments are (w) upon the incurrence of Indebtedness that is not permitted thereunder, (x) upon the occurrence of an asset sale or other Disposition or casualty event (subject to customary reinvestment rights and (unless paid using Declined Proceeds) to rights in respect of the application of the Net Cash Proceeds thereof to the prior repayment of, or offer to repay, the Tranche B-2 Term Loans), (y) upon the occurrence of a change of control event or (z) customary acceleration rights following an event of default; and

(viii) the Weighted Average Life to Maturity of such Indebtedness is not less than 91 days longer than the Weighted Average Life to Maturity of the latest

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maturing then outstanding Term Loans (as determined on the date of incurrence of such Indebtedness);

(l) Indebtedness of a Foreign Subsidiary which would be permitted as an Investment pursuant to Sections 6.8(l), 6.8(m), 6.8(n), 6.8(w) or 6.8(z);

(m) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $25,000,000 at any time outstanding;

(n) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(p) [Reserved];

(q) additional Indebtedness of the Borrower or any of its Restricted Subsidiaries in an aggregate principal amount (for the Borrower and all Restricted Subsidiaries) not to exceed $25,000,000 at any one time outstanding;

(r) (i) Permitted Term Loan Refinancing Indebtedness and Guarantee Obligations by the Guarantors in respect thereof and (ii) “Permitted Pari Passu Secured FILO Refinancing Debt”, “Permitted Junior Secured FILO Refinancing Debt” and “Permitted Unsecured FILO Refinancing Debt” (each as defined in the ABL Credit Agreement) and Guarantee Obligations by the Guarantors in respect thereof;

(s) Indebtedness representing deferred compensation or similar obligations to employees of the Borrower and its Subsidiaries incurred in the ordinary course of business;

(t) Indebtedness consisting of obligations of the Borrower and the Restricted Subsidiaries under deferred compensation or other similar arrangements with employees incurred by such Person in connection with Permitted Acquisitions or any other Investments permitted hereunder constituting acquisitions of Persons or businesses or divisions;

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(u) Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letter of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 90 days (or such longer period as may be agreed upon by the Administrative Agent) unless the amount or validity of such obligations are being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or its Restricted Subsidiaries, as the case may be;

(v) Indebtedness in respect of performance, bid, release, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of the Restricted Subsidiaries, in each case in the ordinary course of business;

(w) Indebtedness in respect of letters of credit issued for the account of the Borrower or any of the Restricted Subsidiaries to finance the purchase of inventory so long as (x) such Indebtedness is unsecured and (y) the aggregate principal amount of such Indebtedness does not exceed $10,000,000 at any one time outstanding;

(y) Refinancing Indebtedness in respect of Indebtedness permitted by Section 6.2 (c), (d), (g), (i), (r), (aa), (bb), (dd) and (ff);

(z) [Reserved];

(aa) Indebtedness incurred under the ABL Credit Agreement in an aggregate principal amount not to exceed $375,000,000;

(bb) Incremental Equivalent Debt and Guarantee Obligations by any Guarantor in respect thereof; provided that the proceeds of any Incremental Equivalent Debt that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Term Loans shall only be applied to repay or prepay Tranche B-1 Term Loans (together with any accrued interest on, and breakage costs with respect to, such Tranche B-1 Term Loans);

(cc) [Reserved];

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Collateral and the ABL Priority Collateral; provided that (i) the Net Cash Proceeds thereof are applied substantially concurrently to repay, prepay, redeem, repurchase, otherwise acquire or Effectively Discharge the Convertible Senior Notes (or applied as a Restricted Payment to Holdings (or to Parent in order to make a Restricted Payment to Holdings) for such purpose), (ii) such Indebtedness does not mature prior to August 15, 2020 and the Weighted Average Life to Maturity of such Indebtedness is not less than 91 days longer than the Weighted Average Life to Maturity of the then outstanding Tranche B-2 Term Loans (as determined on the date of incurrence of such Indebtedness (and assuming for such purpose (unless such Indebtedness has a stated maturity date later than June 2, 2021) that the Tranche B-2 Term Loan Maturity Date is the Springing Maturity Date, as adjusted to give effect to application of the Net Cash Proceeds of such Indebtedness pursuant to clause (i) above)), and (iii) if secured, such Indebtedness shall be subject to the Junior Lien Intercreditor Agreement;

(ee) unsecured Indebtedness of the Borrower to Holdings in an amount not exceeding $164,300,000;

(ff) Indebtedness of the Borrower and the Subsidiary Guarantors that is secured by Liens on any or all of the Collateral on a junior basis to the Obligations; provided that:

(i) at the time of the incurrence of such Indebtedness and immediately after giving effect thereto, no Event of Default shall exist or be continuing;

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Term Loans (as determined on the date of incurrence of such Indebtedness), except in the case of any such mandatory redemptions or prepayments to the extent that such redemptions or prepayments are (v) customary excess cash flow payments (on terms that are in the aggregate no less favorable to the Borrower than those under this Agreement and (unless paid using Declined Proceeds) subject to rights in respect of the application of Excess Cash Flow to the prior repayment of, of offer to repay, the Tranche B-2 Term Loans), (w) upon the incurrence of Indebtedness that is not permitted thereunder, (x) upon the occurrence of an asset sale or other Disposition or casualty event (subject to customary reinvestment rights and (unless paid using Declined Proceeds) to rights in respect of the application of the Net Cash Proceeds thereof to the prior repayment of, of offer to repay, the Tranche B-2 Term Loans), (y) upon the occurrence of a change of control event or (z) customary acceleration rights following an event of default;

(vii) such Indebtedness shall be subject to a Junior Lien Intercreditor Agreement;

(viii) such Indebtedness shall be secured only by assets that constitute Collateral; and

(ix) there shall be no borrower or guarantor in respect of such Indebtedness that is not the Borrower or a Guarantor; and

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To the extent otherwise constituting Indebtedness, the accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall be deemed not to be Indebtedness for purposes of this Section 6.2. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance with GAAP.

6.3 Limitation on Liens. Create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except for:

(a) Liens for Taxes, assessments or governmental charges or levies not overdue for a period of more than 60 days or that are being contested in good faith by appropriate proceedings ( provided that adequate reserves with respect to such proceedings are maintained on the books of the Borrower or its Restricted Subsidiaries, as the case may be, in conformity with GAAP);

(b) (i) carriers’, warehousemen’s, landlord’s, mechanics’, contractor’s, materialmen’s, repairmen’s or other like Liens imposed by law or arising in the ordinary course of business which secure amounts that are not overdue for a period of more than 60 days or if more than 60 days overdue, are unfiled and no action has been taken to enforce such Lien, or that are being contested in good faith by appropriate proceedings ( provided that adequate reserves with respect to such proceedings are maintained in the books of the Borrower or the applicable Restricted Subsidiary, as the case may be, in conformity with GAAP), (i) Liens of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods and (ii) Liens on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or such other goods in the ordinary course of business;

(c) (i) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and (i) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Parent, the Borrower or any Restricted Subsidiaries;

(d) deposits by or on behalf of the Borrower or any of its Restricted Subsidiaries to secure the performance of bids, trade contracts and governmental contracts (other than Indebtedness for borrowed money), leases, statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

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interfere with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole;

(f) Liens in existence on the Amendment Effective Date (or, for title insurance policies issued in accordance with Section 5.10 hereof, on the date of such policies) and either (i) listed on Schedule 6.3(f), for Liens in existence on the Amendment Effective Date, or (ii) disclosed on any title insurance policies obtained on Mortgaged Properties in connection with Mortgages executed and delivered after the Amendment Effective Date; and Replacement Liens in respect thereof;

(g) Liens securing Indebtedness of the Borrower or any of its Restricted Subsidiaries incurred pursuant to Section 6.2(c) (and related obligations) to finance the acquisition, construction, installation, repair, replacement or improvement of fixed or capital assets or the refinancing thereof, provided that (i) such Liens shall be created within 270 days of the acquisition or replacement or completion of such construction, installation, repair or improvement or refinancing of such fixed or capital assets, (ii) such Liens do not at any time encumber any Property other than the Property acquired, constructed, installed, repaired, improved or financed by such Indebtedness when such Indebtedness was originally incurred, and the proceeds and products of such Property, and (iii) the principal amount of Indebtedness initially secured thereby is not more than 100% of the purchase price or cost of construction, installation, repair or improvement of such fixed or capital asset; provided that, in each case, individual financings of equipment provided by one lender or lessor may be cross collateralized to other outstanding financings of equipment provided by such lender or lessor; and Replacement Liens in respect thereof;

(h) Liens created pursuant to the Loan Documents;

(i) any interest or title of a lessor or sublessor under any lease or sublease or real property license or sub-license entered into by the Borrower or any Restricted Subsidiary in the ordinary course of its business and covering only the assets so leased, subleased, licensed or sub-licensed and any Liens on such lessor’s, sublessor’s, licensee’s or sub-licensee’s interest or title;

(j) Liens in connection with attachments or judgments or orders in circumstances not constituting an Event of Default under Section 7.1(h);

(k) Liens existing on property at the time of its acquisition or existing on the property of a Person which becomes a Restricted Subsidiary of the Borrower after the Amendment Effective Date; provided that (i) such Liens existed at the time such property was acquired or such Person became a Restricted Subsidiary of the Borrower, (ii) such Liens were not granted in connection with or in contemplation of the applicable acquisition, Permitted Acquisition or Investment, (iii) any Indebtedness secured thereby is permitted by Section 6.2(g) and (iv) such Liens are not expanded to cover additional Property (other than proceeds and products thereof); and Replacement Liens in respect thereof;

(l) Liens on the assets of Excluded Subsidiaries which secure only Indebtedness permitted pursuant to Section 6.2 and related obligations of Excluded Subsidiaries;

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(n) Liens on insurance policies and the proceeds thereof securing insurance premium financing permitted hereunder;

(o) [Reserved];

(p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business;

(q) (i) Liens of a collection bank arising under Section 4-208 or 4-210 of the Uniform Commercial Code on the items in the course of collection, (ii) Liens attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and not for speculative purposes and (iii) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to accounts and cash and Cash Equivalents on deposit in accounts maintained by the Borrower or any Restricted Subsidiary, in each case under this clause (iii) granted in the ordinary course of business in favor of the banks or other financial or depositary institution with which such accounts are maintained, securing amounts owing to such Person with respect to Cash Management Services (including, without limitation, operating account arrangements and those involving pooled accounts and netting arrangements); provided that, in the case of this clause (iii), unless such Liens arise by operation of applicable law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness for borrowed money;

(r) non-exclusive licenses and sub-licenses of Intellectual Property granted by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business (and, to the extent in existence on the Amendment Effective Date or granted by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, exclusive licenses and sub-licenses of Intellectual Property within the confines of a particular jurisdiction or territory outside of the United States and Canada);

(t) Liens on property purportedly rented to, or leased by, the Borrower or any of its Restricted Subsidiaries pursuant to a Sale and Leaseback Transaction; provided , that (i) such Sale and Leaseback Transaction is permitted by Section 6.11, (ii) such Liens do not encumber any other property of the Borrower or its Restricted Subsidiaries, and (iii) such Liens secure only the Attributable Indebtedness incurred in connection with such Sale and Leaseback Transaction;

(u) Liens on the assets of Foreign Subsidiaries that secure only Indebtedness permitted pursuant to Section 6.2 and related obligations of Foreign Subsidiaries;

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(v) Liens on the Collateral securing obligations in respect of Permitted Pari Passu Secured Refinancing Debt, Permitted Junior Secured Refinancing Debt, “Permitted Pari Passu Secured FILO Refinancing Debt” (as defined in the ABL Credit Agreement) or “Permitted Junior Secured FILO Refinancing Debt” (as defined in the ABL Credit Agreement) and any Permitted Refinancing of any of the foregoing, and any Guarantee Obligations by the Guarantors in respect thereof; provided that (x) any such Liens securing any Permitted Pari Passu Secured Refinancing Debt or “Permitted Pari Passu Secured FILO Refinancing Debt” (as defined in the ABL Credit Agreement) or Permitted Refinancing of any of the foregoing (and Guarantee Obligations by the Guarantors in respect thereof) are subject to each applicable Customary Intercreditor Agreement and (y) any such Liens securing any Permitted Junior Secured Refinancing Debt or “Permitted Junior Secured FILO Refinancing Debt” (as defined in the ABL Credit Agreement) or Permitted Refinancing of any of the foregoing (and Guarantee Obligations by the Guarantors in respect thereof) are subject to a Junior Lien Intercreditor Agreement;

(x) Liens not otherwise permitted by this Section 6.3 so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed (as to the Borrower and all Restricted Subsidiaries) $25,000,000 at any one time outstanding;

(z) Liens in favor of the Borrower or a Restricted Subsidiary securing intercompany Indebtedness permitted hereunder;

(cc) Liens that are customary contractual rights of setoff relating to purchase orders and other agreements entered into with customers of the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;

(dd) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located;

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(ee) Liens or rights of setoff against credit balances of the Borrower or any of its Subsidiaries with credit card issuers or credit card processors or amounts owing by such credit card issuers or credit card processors to the Borrower or any of its Subsidiaries in the ordinary course of business, to secure the obligations of the Borrower or any of its Subsidiaries to such credit card issuers and credit card processors as a result of fees and chargebacks;

(ff) Liens on the Collateral securing Indebtedness incurred under the ABL Credit Agreement and any Permitted Refinancing thereof and Guarantee Obligations by the Guarantors in respect thereof; provided that any such Liens are subject to the ABL Intercreditor Agreement;

(gg) Liens with respect to Capital Stock in joint ventures that arise pursuant to the applicable underlying joint venture agreement;

(hh) Liens on the Collateral securing obligations in respect of Incremental Equivalent Debt and any Permitted Refinancing thereof and any Guarantee Obligations by the Guarantors in respect thereof to the extent permitted by this Agreement; provided that (x) any such Liens securing any Incremental Equivalent Debt or Permitted Refinancing thereof that is secured on a pari passu basis (without regard to control of remedies or application of payments) with the Obligations (and Guarantee Obligations by the Guarantors in respect thereof) are subject to each applicable Customary Intercreditor Agreement and (y) any such Liens securing any Incremental Equivalent Debt or Permitted Refinancing thereof that is secured on a junior basis to the Obligations (and Guarantee Obligations by the Guarantors in respect thereof) are subject to the Junior Lien Intercreditor Agreement; and

6.4 Limitation on Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself, or Dispose of all or substantially all of its Property or business, except that:

(a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower ( provided that the Borrower shall be the continuing or surviving entity) and any Subsidiary of the Borrower may be merged, consolidated or amalgamated with or into any Restricted Subsidiary ( provided that if a Subsidiary Guarantor is a party thereto (i) a Subsidiary Guarantor shall be the continuing, surviving or resulting entity or (ii) simultaneously with such transaction, the continuing, surviving or resulting entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 5.10 in connection therewith);

(b) any Restricted Subsidiary of the Borrower may Dispose of all or substantially all of its Property or business (i) (upon liquidation, windup, dissolution or otherwise) to (x) if such Restricted Subsidiary is a Loan Party, the Borrower or any other Loan Party and (y) if such Restricted Subsidiary is not a Loan Party, the Borrower or any Restricted Subsidiary or (ii) pursuant to a Disposition permitted by Section 6.5;

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(d) any merger, amalgamation or consolidation the sole purpose of which is to reincorporate or reorganize a Loan Party or Restricted Subsidiary in another jurisdiction; provided that (x) in the case of any such merger, amalgamation or consolidation involving a Loan Party, a Loan Party is the surviving, continuing or resulting Person (or simultaneously with such transaction, the continuing, surviving or resulting entity shall become a Subsidiary Guarantor) and the Borrower shall comply with Section 5.10 in connection therewith and (y) in the case of any such merger or consolidation involving a Loan Party or Restricted Subsidiary that is domiciled within the United States (or in the case of the Canadian Guarantor, Canada), the continuing, surviving or resulting entity shall be domiciled within the United States (or in the case of the Canadian Guarantor, Canada);

(g) (i) any Restricted Subsidiary of the Borrower (other than an Excluded Subsidiary) may dissolve, liquidate or wind up its affairs at any time if the Borrower determines in good faith that such dissolution, liquidation or winding up is not materially disadvantageous to the Lenders, and (ii) any Excluded Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time if such dissolution, liquidation or winding up would not reasonably be expected to have a Material Adverse Effect; and

(h) the Borrower and each Restricted Subsidiary may enter into a Permitted Reorganization.

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6.5 Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary of the Borrower, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:

(a) the Disposition of obsolete or worn out property in the ordinary course of business;

(b) the sale of inventory and equipment held for sale in the ordinary course of business;

(c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii)), including in connection with any Permitted Reorganization;

(d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any other Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Excluded Subsidiary; provided that any Guarantor’s ownership interest therein is not diluted; • the sale or issuance of any Capital Stock of any Foreign Subsidiary other than as permitted pursuant to the preceding clause (i) ( provided that any Net Cash Proceeds thereof are (x) held as cash on the balance sheet or applied to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the business of the Borrower and its Restricted Subsidiaries or (y) to the extent not held or applied pursuant to the foregoing clause (x), applied to prepay Term Loans pursuant to Section 2.15(b) or 2.15(c)); and • the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary;

(e) the sale of assets in connection with the closure of stores and the Disposition of franchises and stores (and related assets) in the ordinary course of business;

(f) the Disposition of cash or Cash Equivalents;

(g) (i) the non-exclusive license or sub-license of Intellectual Property in the ordinary course of business (and, to the extent in existence on the Amendment Effective Date or granted in the ordinary course of business, exclusive licenses and sub-licenses of Intellectual Property within the confines of a particular jurisdiction or territory outside of the United States and Canada) and • the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial Intellectual Property;

(h) the lease, sublease, license or sub-license of property which is described in Section 6.3(i);

(i) the Disposition of surplus or other property no longer used or useful in the business of the Borrower and its Restricted Subsidiaries in the ordinary course of business;

(j) the Disposition of other assets having a fair market value not to exceed $50,000,000 in the aggregate in any fiscal year;

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(k) the Disposition of assets subject to or in connection with any Recovery Event;

(l) Dispositions consisting of Restricted Payments permitted by Section 6.6;

(m) Dispositions consisting of Investments permitted by Section 6.8;

(n) Dispositions consisting of Liens permitted by Section 6.3;

(o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted pursuant to Section 6.11;

(p) Dispositions of property to the Borrower or a Restricted Subsidiary; provided that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party or (ii) such Investment must be a permitted Investment in a Restricted Subsidiary that is not a Loan Party in accordance with Section 6.8;

(r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business (and not for financing purposes);

(s) the unwinding of any Hedge Agreement;

(t) the sale or issuance of the Specified China Subsidiary’s Capital Stock to a joint venture partner; and

(u) any other Disposition so long as:

(i) at least 75% of the consideration therefor is in the form of cash and Cash Equivalents; and

(ii) such Disposition is made for fair market value (as reasonably determined by the Borrower in good faith);

provided that each of the following items will be deemed to be cash for purposes of this Section 6.5(u):

(i) any liabilities of the Borrower or the Restricted Subsidiaries (as shown on the most recent financial statements delivered or required to be delivered hereunder or in the notes thereto), other than liabilities that are by their terms subordinated in right of payment to the Obligations, that are (A) assumed by the transferee with respect to the applicable Disposition and for which the Borrower and the Restricted Subsidiaries have been validly released by all applicable creditors in writing or (B) otherwise cancelled; and

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(ii) any securities received by the Borrower or any Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition.

6.6 Limitation on Restricted Payments. Declare or pay any dividend on (other than dividends payable solely in Qualified Capital Stock of the Person making the dividend so long as the ownership interest of any Guarantor in such Person is not diluted), or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of the Borrower or any of its Restricted Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect thereof, whether in cash or property (collectively, “Restricted Payments”), except that:

(a) any Restricted Subsidiary may make Restricted Payments to the Borrower or any Subsidiary Guarantor, and any Excluded Subsidiary may make Restricted Payments to any other Excluded Subsidiary;

(b) the Borrower may pay dividends to permit Parent or any direct or indirect holding company of Parent to, (i) purchase Capital Stock of Parent (or any direct or indirect holding company of Parent) from future, present or former officers, directors, managers, employees or consultants (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of Parent (or any direct or indirect holding company of Parent), the Borrower or any of its Subsidiaries upon the death, disability, retirement or termination of employment of such officer, director, manager, employee or consultant or otherwise pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with or for the benefit of any such officer, director, manager, employee or consultant and (ii) pay dividends the proceeds of which will be used to purchase Capital Stock of Parent (or any direct or indirect holding company of Parent) in consideration of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing); provided , that the aggregate amount of Restricted Payments made under this paragraph subsequent to the Amendment Effective (net of any proceeds received by Parent and contributed to the Borrower subsequent to the Amendment Effective in connection with resales of any Capital Stock so purchased) shall not exceed $5,000,000 in any fiscal year (and unused amounts not used in any fiscal year may be carried forward to the next succeeding fiscal year) and $20,000,000 in the aggregate (provided that such amounts shall be increased by an amount equal to the cash proceeds of key man life insurance policies received by Parent, the Borrower and its Restricted Subsidiaries after the Amendment Effective Date);

(c) the Borrower may pay dividends to permit Parent or any direct or indirect parent company of Parent to (i) pay operating costs and expenses and other corporate overhead costs and expenses (including, without limitation, o directors’ fees and expenses and administrative, legal, accounting, filings and similar expenses and o salary, bonus and other benefits payable to officers and employees of Parent or any direct or indirect parent company of

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Parent), in each case to the extent such costs, expenses, fees, salaries, bonuses and benefits are attributable to the ownership or operations of Parent, the Borrower and the Restricted Subsidiaries, are reasonable and incurred in the ordinary course of business, (ii) (A) pay any taxes which are due and payable by the Parent or any direct or indirect parent company of the Parent as the parent of a consolidated, combined, unitary or other similar group that includes the Borrower and its Restricted Subsidiaries or, in the case of such direct or indirect parent company, the Parent, the Borrower and its Restricted Subsidiaries; provided that the amount payable under this clause (ii)(A) shall not exceed the aggregate amount of taxes (including any penalties and interest) that the Borrower and its Restricted Subsidiaries would owe if the Borrower and its Restricted Subsidiaries were filing separate tax returns (or if Parent were filing a separate consolidated or combined return with Borrower and its Restricted Subsidiaries that are members of the consolidated or combined group) taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of the Borrower and such Restricted Subsidiaries from other taxable years (such aggregate amount the “ Maximum Tax Distribution Amount ”) and (B) with respect to any taxable year ending after the Amendment Effective (a “ Specified Taxable Year ”) for which Parent or any direct or indirect parent company of Parent files a tax return as the parent of a consolidated, combined, unitary or other similar group that includes the Borrower and its Restricted Subsidiaries, if the amount permitted to be paid under clause (ii)(A) with respect to such Specified Taxable Year is less than the Maximum Tax Distribution Amount for such Specified Taxable Year, pay, in the following taxable year, a dividend to such direct or indirect parent company of Parent equal to the excess of the Maximum Tax Distribution Amount with respect to such Specified Taxable Year over the amount permitted to be paid under clause (ii)(A) with respect to such Specified Taxable Year; provided that if there is any subsequent adjustment to any taxes (including any penalties and interest), tax attribute, or tax return of the Parent, the Borrower or its Subsidiaries or any direct or indirect parent company of Parent, the amount permitted to be paid under this clause (ii) with respect to a taxable year shall be redetermined in light of such adjustment and, (x) to the extent such redetermined amount exceeds the amount previously paid under this clause (ii) with respect to such taxable year, an additional amount equal to such excess shall be permitted to be paid in the year the adjustment is made and (y) to the extent such redetermined amount is less than the amount previously paid under this clause (ii), the aggregate amount of the future payments permitted by this clause (ii) shall be reduced by the amount of such shortfall (it being expressly understood and agreed that any amounts paid pursuant to this clause (ii) prior to such adjustment shall be permitted regardless of such adjustment), (iii) pay taxes which are not determined by reference to income, but which are imposed on Parent or any direct or indirect parent company of Parent as a result of Parent’s or such parent company’s ownership of the equity of Parent or the Borrower or any direct or indirect parent company of Parent, as the case may be, but only if and to the extent that Parent or such parent company has not received cash or other property in connection with the events or transactions giving rise to such taxes, (iv) to the extent of amounts paid by Unrestricted Subsidiaries to the Borrower or any Restricted Subsidiary, as shall be necessary to pay the tax liabilities of Unrestricted Subsidiaries or tax liabilities of Parent or any direct or indirect parent company of Parent attributable to Unrestricted Subsidiaries, (v) pay franchise taxes and other fees, taxes and expenses required to maintain its corporate existence, (vi) finance any Investment permitted to be made hereunder (so long as (A) such dividends are made substantially concurrently with the closing of such Investment and (B) immediately following the closing thereof (1) all property acquired (whether

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assets or Capital Stock) shall be contributed to the Borrower or a Restricted Subsidiary or (2) the Person formed or acquired shall be merged into the Borrower or a Restricted Subsidiary in order to consummate such Investment (and subject to the provisions of Sections 5.10 and 6.4)), (vii) pay costs, fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement (other than any such offering intended to benefit Subsidiaries of any such parent company other than the Borrower and its Subsidiaries) and (viii) make payments permitted under Section 6.10 (but only to the extent such payments have not been and are not expected to be made directly by the Borrower or a Restricted Subsidiary); provided that dividends paid pursuant to this Section 6.6(c) (other than dividends paid pursuant to clause (ii), (iii), or (iv) above) are used by Parent or any direct or indirect parent holding company of Parent for such purpose within 60 days of the receipt of such dividends or are refunded to the Borrower;

(d) the Borrower may pay cash dividends to Parent to permit Parent to pay cash dividends to the holders of Parent’s Capital Stock (or make other Restricted Payments with the proceeds of such dividends) for application to the repayment, prepayment, redemption, repurchase, other acquisition or Effective Discharge of, or to the payment of principal, interest or other amounts due with respect to, the Convertible Senior Notes or any Permitted Refinancing thereof (and for no other purpose) in an amount not to exceed (i) $25,000,000 plus (ii) an additional $25,000,000, so long as immediately after giving effect to such Restricted Payments under this clause (ii), the Consolidated Net First Lien Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period, shall not exceed 3.00 to 1.00;

(e) any non-Wholly Owned Subsidiary of the Borrower may declare and pay cash dividends to its equity holders generally so long as the Borrower or its respective Restricted Subsidiary which owns the equity interests in the Restricted Subsidiary paying such dividends receives at least its proportionate share thereof (based upon the relative holding of the equity interests in the Restricted Subsidiary paying such dividends);

(f) any non-Guarantor Wholly Owned Subsidiary of the Borrower may declare and pay cash dividends to any Restricted Subsidiary of the Borrower which owns the equity interests in such non-Guarantor Restricted Subsidiary;

(g) the Borrower may pay cash dividends to Parent to permit Parent to pay cash dividends to the holders of Parent’s Capital Stock (or make other Restricted Payments with the proceeds of such dividends) in an amount not to exceed $50,000,000 minus the amount of any repayments or prepayments made pursuant to Section 6.9(a)(vi), so long as (x) any Restricted Payment pursuant to this clause (g) is applied substantially concurrently to repay, prepay, redeem, repurchase, otherwise acquire or Effectively Discharge, or to pay principal, interest or other amounts due with respect to, the Convertible Senior Notes or any Permitted Refinancing thereof (and for no other purpose) and (y) immediately after giving effect to such Restricted Payments the Consolidated Net Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period, shall not exceed 4.00 to 1.00;

(h) the Borrower may pay cash dividends to Parent to permit Parent to pay cash dividends to the holders of Parent’s Capital Stock (or make other Restricted Payments with

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the proceeds of such dividends) equal to the Available Basket so long as any Restricted Payment pursuant to this clause (h) is applied substantially concurrently to repay, prepay, redeem, repurchase, otherwise acquire or Effectively Discharge, or to pay principal, interest or other amounts due with respect to, the Convertible Senior Notes or any Permitted Refinancing thereof (and for no other purpose);

(i) the Borrower may pay cash dividends to Parent to permit Parent to pay cash dividends to the holders of Parent’s Capital Stock (or make other Restricted Payments with the proceeds of such dividends) made with the proceeds of, and not to exceed the amount of, Indebtedness incurred pursuant to Sections 6.2(i), (q), (bb), (dd) and (ff), so long as (i) any Restricted Payment pursuant to this clause (i) is applied substantially concurrently to repay, prepay, redeem, repurchase, otherwise acquire or Effectively Discharge, or to pay principal, interest or other amounts due with respect to, the Convertible Senior Notes or any Permitted Refinancing thereof (and for no other purpose) and (ii) in the case of a Restricted Payment made pursuant to this clause (i) with Indebtedness incurred pursuant to Section 6.2(q) or (bb), such Indebtedness is secured on a junior basis to the Obligations or is unsecured;

(j) the Borrower may pay cash dividends to Parent to permit Parent to pay cash dividends to the holders of Parent’s Capital Stock (or make other Restricted Payments with the proceeds of such dividends) in an amount not to exceed $50,000,000 minus the amount of any repayments or prepayments made pursuant to Section 6.9(a)(v), so long as any Restricted Payment pursuant to this clause (j) is applied substantially concurrently to repay, prepay, redeem, repurchase, otherwise acquire or Effectively Discharge, or to pay principal, interest or other amounts due with respect to, the Convertible Senior Notes or any Permitted Refinancing thereof (and for no other purpose);

(k) to the extent constituting Restricted Payments, the Borrower and the Restricted Subsidiaries may enter into and consummate transactions permitted by Section 6.4 and Section 6.8 (other than Section 6.8(t));

(l) repurchases of Capital Stock in Parent, the Borrower or any of the Restricted Subsidiaries deemed to occur upon exercise of stock options or warrants or similar rights if such Capital Stock represents a portion of the exercise price of such options or warrants or similar rights (as long as the Borrower and the Restricted Subsidiaries make no payment in connection therewith that is not otherwise permitted hereunder); and

(m) the Borrower or any of the Restricted Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof or any Investment permitted hereunder;

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to the original amount of such Investment) shall reduce the relevant amounts permitted to be made as a Restricted Payment under this Section 6.6 on a dollar for dollar basis.

6.7 [Reserved] .

6.8 Limitation on Investments. Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except:

(b) investments in cash and items that were Cash Equivalents at the time such Investment was made;

(d) loans and advances to employees, officers, directors, managers and consultants of Parent (or any direct or indirect parent company thereof to the extent relating to the business of Parent, the Borrower and the Restricted Subsidiaries), the Borrower or any Restricted Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding;

(e) [Reserved];

(f) Investments in assets useful in the business of the Borrower and its Restricted Subsidiaries made by the Borrower or any of its Restricted Subsidiaries with the proceeds of any Reinvestment Deferred Amount; provided that if the underlying Asset Sale or Recovery Event was with respect to a Loan Party, then such Investment shall be consummated by the Borrower or a Subsidiary Guarantor;

(g) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Restricted Subsidiaries in any Person that, prior to or concurrently with such Investment, is or becomes a Subsidiary Guarantor;

(h) Investments consisting of notes payable by franchisees to the Borrower or any Subsidiary Guarantor in an aggregate principal amount not to exceed $35,000,000 at any one time outstanding;

(i) Investments by the Borrower and the Restricted Subsidiaries constituting the purchase or other acquisition of property and assets or businesses of any Person or of assets

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constituting a business unit, a line of business or division of such Person, or Capital Stock in a Person that, upon the consummation thereof, will be, or will become part of a Restricted Subsidiary (including as a result of a merger or consolidation); (each, a “ Permitted Acquisition ”); provided that

(i) o subject to Section 1.9, immediately prior to and after giving effect to any such purchase or other acquisition, no Event of Default shall have occurred and be continuing, o with respect to any such purchase or other acquisition with an aggregate purchase price exceeding $25,000,000, immediately after giving effect to such purchase or other acquisition, the Consolidated Net Total Leverage Ratio of the Borrower determined on a Pro Forma Basis as of the last day of the most recently ended Test Period shall be no greater than 4.50 to 1.00, and o the Borrower shall have delivered to the Administrative Agent a certificate from a Responsible Officer of the Borrower demonstrating such compliance calculation in reasonable detail;

(ii) all of the applicable provisions of Section 5.10 and the Security Documents have been or will be complied with in respect of such Permitted Acquisition; and

(iii) the aggregate amount of such Investments by Loan Parties in assets that are not (or do not become) owned by a Loan Party or in Capital Stock of Persons that do not become Loan Parties shall not exceed the greater of o $25,000,000 and o 9.75% of Consolidated EBITDA determined on a Pro Forma Basis as of the last day of the most recently ended Test Period;

(k) (i) advances of payroll payments to employees, officers, directors and managers of Parent, the Borrower and the Restricted Subsidiaries in the ordinary course of business; and (ii) any Loan Party may make Investments consisting of loans to employees, officers, directors and managers of the Loan Parties in an aggregate principal amount not to exceed $5,000,000, at any time outstanding;

(l) Investments by the Borrower or any of its Restricted Subsidiaries in Excluded Subsidiaries and joint ventures in an aggregate amount not to exceed the greater of (i) $25,000,000 and (ii) 9.25% of Consolidated EBITDA (determined on a Pro Forma Basis as of the last day of the most recently ended Test Period) at any time outstanding;

(m) Investments by the Borrower or any of its Restricted Subsidiaries in any Person that is a Foreign Subsidiary in an aggregate amount not to exceed (1) the greater of (x) $25,000,000 and (y) 9.25% of Consolidated EBITDA (determined on a Pro Forma Basis as of the last day of the most recently ended Test Period) plus (2) an additional amount up to the greater of (x) $25,000,000 and (y) 9.25% of Consolidated EBITDA (determined on a Pro Forma Basis as of the last day of the most recently ended Test Period), so long as (for purposes of this

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clause (2) only) immediately after giving effect thereto, the Consolidated Net Senior Secured Leverage Ratio does not exceed 3.00 to 1.00 on a Pro Forma Basis for the most recently ended Test Period;

(n) Investments by • the Borrower in any Subsidiary Guarantor, • any Restricted Subsidiary in the Borrower or any Subsidiary Guarantor and • any Excluded Subsidiary in any other Excluded Subsidiary (other than an Unrestricted Subsidiary);

(o) Investments consisting of promissory notes and other deferred payment obligations and noncash consideration delivered as the purchase consideration for a Disposition permitted by Section 6.5;

(p) Investments existing on the Amendment Effective Date and identified on Schedule 6.8(p) and any modification, replacement, renewal, reinvestment or extension thereof (provided that the amount of the original Investment is not increased except by the terms of such original Investment or as otherwise permitted by this Section 6.8);

(q) the Borrower and its Restricted Subsidiaries may endorse negotiable instruments and other payment items for collection or deposit in the ordinary course of business or make lease, utility and other similar deposits in the ordinary course of business;

(r) Investments consisting of obligations under Hedge Agreements permitted by Section 6.2;

(s) [Reserved];

(t) Investments consisting of Restricted Payments permitted by Section 6.6 (other than Section 6.6(k));

(u) Investments of any Person that becomes (or is merged or consolidated or amalgamated with) a Restricted Subsidiary of the Borrower on or after the Amendment Effective Date on the date such Person becomes (or is merged or consolidated or amalgamated with) a Restricted Subsidiary of the Borrower; provided that (i) such Investments exist at the time such Person becomes (or is merged or consolidated or amalgamated with) a Restricted Subsidiary, and (ii) such Investments are not made in anticipation or contemplation of such Person becoming (or merging or consolidating or amalgamated with) a Restricted Subsidiary;

(v) Investments consisting of good faith deposits made in accordance with Section 6.3(w);

(w) Investments in the Specified China Subsidiary in an aggregate amount not to exceed $51,000,000;

(x) cash Investments (including in the form of intercompany loans) made by the Borrower or any Restricted Subsidiary in their respective direct and indirect equity holders in lieu of paying such cash as a Restricted Payment permitted by Section 6.6, provided that the aggregate amount of such Investments (valued as of the date made) shall not exceed the amount

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that would have otherwise been permitted as a Restricted Payment in cash pursuant to Section 6.6 (without giving effect to the proviso at the end of such section);

(y) Investments made up to the amount of the Available Basket (other than Investments in Unrestricted Subsidiaries);

(z) in addition to Investments otherwise permitted by this Section, Investments (other than Investments in Unrestricted Subsidiaries) in an aggregate amount not to exceed the greater of • $35,000,000 and • 13% of Consolidated EBITDA (determined on a Pro Forma Basis as of the last day of the most recently ended Test Period) at any time outstanding;

(aa) deposits made in the ordinary course of business consistent with past practices to secure the performance of leases or in connection with bidding on government contracts;

(bb) advances in connection with purchases of goods or services in the ordinary course of business;

(cc) Guarantee Obligations permitted under Section 6.2 and, to the extent not constituting Indebtedness, other Guarantee Obligations entered into in the ordinary course of business;

(dd) Investments consisting of Liens permitted under Section 6.3;

(ee) Investments consisting of transactions permitted under Section 6.4, including in connection with any Permitted Reorganization;

6.9 Limitation on Optional Payments and Modifications of Junior Material Debt Instruments and Organizational Documents, etc. (a) Make or offer in writing to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise

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voluntarily or optionally defease, any Junior Material Debt other than (i) by a refinancing with the Net Cash Proceeds of Indebtedness then permitted to be incurred pursuant to Section 6.2, (ii) with the Available Basket, (iii) the conversion of such Junior Material Debt to Qualified Capital Stock of Parent or Capital Stock of any direct or indirect parent company of Parent, (iv) repayment or prepayment of Indebtedness owed by the Borrower to Holdings pursuant to Section 6.2(ee) (for application to the repayment, prepayment, redemption, repurchase, other acquisition or Effective Discharge of, or to the payment of principal, interest or other amounts due with respect to, the Convertible Senior Notes or any Permitted Refinancing thereof (and for no other purpose)), up to an aggregate principal amount not to exceed (A) $25,000,000 plus (B) an additional $25,000,000, so long as immediately after giving effect to such repayments or prepayments under this clause (B), the Consolidated Net First Lien Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period, shall not exceed 3.00 to 1.00, (v) repayment or prepayment of Indebtedness owed by the Borrower to Holdings pursuant to Section 6.2(ee) (for application to the repayment, prepayment, redemption, repurchase, other acquisition or Effective Discharge of, or to the payment of principal, interest or other amounts due with respect to, the Convertible Senior Notes or any Permitted Refinancing thereof (and for no other purpose)) in an amount not to exceed $50,000,000 minus the amount of any Restricted Payments made pursuant to Section 6.6(j), (vi) repayment or prepayment of Indebtedness owed by the Borrower to Holdings pursuant to Section 6.2(ee) (for application to the repayment, prepayment, redemption, repurchase, other acquisition or Effective Discharge of, or to the payment of principal, interest or other amounts due with respect to, the Convertible Senior Notes or any Permitted Refinancing thereof (and for no other purpose)), so long as (x) the amount of such repayment or prepayment does not exceed $50,000,000 minus the amount of any Restricted Payments made pursuant to Section 6.6(g), and (y) immediately after giving effect to such repayment or prepayment the Consolidated Net Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period, shall not exceed 4.00 to 1.00, (vii) repayment or prepayment of Indebtedness incurred pursuant to Section 6.2(b), and (viii) repayment or prepayment of Indebtedness owed by the Borrower to Holdings pursuant to Section 6.2(ee) (for application to the repayment, prepayment, redemption, repurchase, other acquisition or Effective Discharge of, or to the payment of principal, interest or other amounts due with respect to, the Convertible Senior Notes or any Permitted Refinancing thereof (and for no other purpose)), with the proceeds of Indebtedness incurred pursuant to Sections 6.2(i), (q), (bb), (dd) and (ff), so long as, in the case of Indebtedness incurred pursuant to Section 6.2(q) or (bb), such Indebtedness is secured on a junior basis to the Obligations or is unsecured; (b) amend, modify or otherwise change (pursuant to a waiver or otherwise), any of the terms of any Junior Material Debt (other than any such amendment, modification or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or amount or extend the date for payment of interest thereon or relax or eliminate any covenant, event of default or other provision applicable to Parent, the Borrower or any of its Subsidiaries or (ii) does not otherwise adversely affect the Lenders in any material respect) unless (A) pursuant to a refinancing permitted by clause (a)(i) above, (B) such amendment, modification or other change is effective, or is to provisions that become applicable, after the then Latest Maturity Date hereunder (as determined as of the time of such amendment, modification or other change is made) or (C) immediately after giving effect thereto such Junior Material Debt with such revised terms could be incurred pursuant to Section 6.2 (such

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determination to be made as if such Junior Material Debt was incurred at such time and had not previously been incurred); or (c)amend, modify or otherwise change (pursuant to a waiver or otherwise), any of the terms of any Organizational Document, other than any such amendment, modification or other change which does not adversely affect the Lenders in any material respect.

6.10 Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Parent, the Borrower, any Restricted Subsidiary or any Person that becomes a Restricted Subsidiary as a result of such transaction) unless such transaction is otherwise permitted under this Agreement and upon fair and reasonable terms no less favorable to the Borrower and its Restricted Subsidiaries than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, the Borrower and its Restricted Subsidiaries may (a) [Reserved], (b) enter into and consummate the transactions listed on Schedule 6.10, (c) make Restricted Payments permitted pursuant to Section 6.6 and repayments and prepayments of Indebtedness permitted pursuant to Section 6.9, (d)(i) make Investments in Unrestricted Subsidiaries permitted by Section 6.8 and (ii) make Investments permitted by Section 6.8(x), (e) [Reserved], (f) enter into employment and severance arrangements with officers, directors, managers and employees of the Parent, the Borrower and the Restricted Subsidiaries and, to the extent relating to services performed for Parent, the Borrower and the Restricted Subsidiaries, pay director, officer and employee compensation (including, without limitation, bonuses) and other benefits (including, without limitation, retirement, health, stock option and other benefit plans) and indemnification and expense reimbursement arrangements; provided that any purchase of Capital Stock of Parent (or any direct or indirect holding company of Parent) in connection with the foregoing shall be subject to Section 6.6, (g) undertake the transactions arising out of agreements existing on the Amendment Effective Date and described or referred to under the caption “Certain relationships and related party transactions and director independence”, in the Form 10-K of Holdings most recently filed with the SEC prior to the Amendment Effective Date, other than in connection with the purchase or redemption of any Capital Stock of Parent or any holding company of Parent, (h) license on a non-exclusive basis Intellectual Property in the ordinary course of business (and, to the extent in existence on the Amendment Effective Date or granted in the ordinary course of business, exclusive licenses and sub-licenses of Intellectual Property within the confines of a particular jurisdiction or territory outside of the United States and Canada) (1) on an arm’s length basis to permit the commercial exploitation of such Intellectual Property between or among Affiliates of the Borrower and (2) to parent companies of the Parent in connection with their ownership of the Parent, (i) [Reserved], (j) issue or transfer Capital Stock (other than Disqualified Capital Stock) of Parent to any direct or indirect parent company of Parent or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Borrower or any of its Subsidiaries or any direct or indirect parent company thereof to the extent otherwise permitted by this Agreement, and (k) make payments to or receive payments from, and enter into and consummate transactions with, joint ventures in the ordinary course of business to the extent otherwise permitted hereunder.

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6.11 Limitation on Sales and Leasebacks. Enter into any arrangement with any Person providing for the leasing by the Borrower or any of its Restricted Subsidiaries of real or personal property which has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Borrower or such Restricted Subsidiary (a “Sale and Leaseback Transaction”) unless (i) the sale of such property is made for cash consideration in an amount not less than the fair market value of such property, (ii) the Sale and Leaseback Transaction is permitted by Section 6.5 and is consummated within 180 days after the date on which such property is sold or transferred, (iii) any Liens arising in connection with its use of the property are permitted by Section 6.3(t), (iv) the Sale and Leaseback Transaction would be permitted under Section 6.2, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 6.2.

6.12 [Reserved].

6.13 Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any guarantor, its obligations under the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) the ABL Credit Agreement, any Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt, any “Permitted Pari Passu Secured FILO Refinancing Debt”, any “Permitted Junior Secured FILO Refinancing Debt” and any “Permitted Unsecured FILO Refinancing Debt” (each as defined in the ABL Credit Agreement), any Indebtedness permitted under Section 6.2(dd) or (ff), and Guarantee Obligations in respect of any of the foregoing, (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other Capital Lease Obligations and Indebtedness secured by Purchase Money Security Interests otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed by or the subject of such Indebtedness and the proceeds and products thereof), (d) any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness permitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), (f) customary provisions in joint venture agreements and similar agreements that restrict transfer of or liens on assets of, or equity interests in, joint ventures, (g) non-exclusive licenses or sub-licenses by the Borrower or any of its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (and, to the extent in existence on the Amendment Effective Date or granted by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, exclusive licenses and sub-licenses of Intellectual Property within the confines of a particular jurisdiction or territory outside of the United States and Canada) (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) (x) prohibitions and limitations in effect on the Amendment Effective Date and listed on Schedule 6.13 and (y) to the extent such prohibitions and limitations described in clause (x) are set forth in an agreement evidencing Indebtedness, prohibitions

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and limitations set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such prohibitions and limitations, (i) customary provisions in leases, subleases, licenses and sub-licenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sub-licensee, (j) prohibitions and limitations arising by operation of law, (k) prohibitions and limitations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in contemplation of such Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary and its Subsidiaries, (l) customary restrictions that arise in connection with any Disposition permitted by Section 6.5 applicable pending such Disposition solely to the assets subject to such Disposition, (m) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.2 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness and the proceeds and products thereof (other than Indebtedness constituting any unsecured Junior Debt) as long as such pledges and restrictions do not restrict or impair the ability of the Parent, the Borrower and the Restricted Subsidiaries to comply with their obligations under the Loan Documents, (n) customary provisions contained in an agreement restricting assignment of such agreement entered into in the ordinary course of business, (o) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, and (p) restrictions imposed by any agreement governing Indebtedness entered into after the Amendment Effective Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not affect the obligation or ability of the Borrower and the Restricted Subsidiaries to make any payments required to be made by it hereunder, become a Loan Party (to the extent so required by Section 5.10) or perform obligations required to be performed by it under the Loan Documents (including obligations to provide Collateral and guarantees under the Loan Documents).

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Stock or assets of such Restricted Subsidiary, (iv) customary net worth provisions contained in real property leases entered into by the Borrower or any of its Restricted Subsidiaries so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, (v) any restriction with respect to Excluded Subsidiaries in connection with Indebtedness permitted by Section 6.2, (vi) to the extent not otherwise permitted under this Section 6.14, agreements, restrictions and limitations described in clauses (a)-(p) of Section 6.13, to the extent set forth in such clauses, (vii) restrictions with respect to the transfer of any asset (or the interest in any Person) contained in an agreement that has been entered into in connection with the disposition of such asset (or interest in such Person) permitted hereunder and (viii) prohibitions and limitations arising by operation of law.

6.15 Limitation on Lines of Business. Enter into any business, either directly or through any Restricted Subsidiary, except for those businesses in which the Borrower and its Subsidiaries are engaged on the date of this Agreement or that are reasonably related or ancillary thereto or reasonable extensions thereof.

6.16 Limitation on Activities of Parent. In the case of Parent, notwithstanding anything to the contrary in this Agreement or any other Loan Document (a) (i) own any direct Subsidiary other than the Borrower or a Subsidiary that will be contributed to the Borrower, (ii) own any material Investment (other than cash or Cash Equivalents and Investments in the Borrower and the Subsidiaries) unless such Investment will be contributed to the Borrower or (iii) create any Lien on the Capital Stock of the Borrower (other than Liens in favor of holders of Indebtedness under the ABL Credit Agreement, secured Incremental Equivalent Debt, Permitted Pari Passu Secured Refinancing Debt, Permitted Junior Secured Refinancing Debt, “Permitted Pari Passu Secured FILO Refinancing Debt” and “Permitted Junior Secured FILO Refinancing Debt” (each as defined in the ABL Credit Agreement) and secured Indebtedness permitted under Sections 6.2(dd) and (ff) and non-consensual Liens and Liens that arise by operation of law) or (b) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the ABL Credit Agreement, the Convertible Senior Notes and any guarantee of other Indebtedness of the Borrower or any Restricted Subsidiary permitted under Section 6.2, (iv) the incurrence of unsecured debt that requires the payment of interest (x) in kind or (y) in cash solely (in the case of this clause (y) to the extent that the Borrower and its Restricted Subsidiaries are permitted by the terms of this Agreement to make Restricted Payments to Parent for such purpose, the issuance of Capital Stock, payment of dividends, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries, making Investments to the extent the Capital Stock, assets or other Property received by Parent in connection with such Investment is, substantially concurrently with the making of such Investment, contributed to the capital of the Borrower or any other Loan Party, and ownership of intercompany notes or cash and Cash Equivalents, in each case, solely to the extent not prohibited hereunder, (v) participating in tax, accounting and other administrative matters as a member of a consolidated group of companies, (vi) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with

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Section 6.6 pending application thereof, (vi) providing indemnification to officers and directors and • activities incidental to the businesses or activities described in the foregoing clauses (i) through (vii).

6.17 Canadian Pension Plans. Canadian Guarantor shall not, without the consent of the Administrative Agent, maintain, administer, contribute or have any liability in respect of any Canadian Defined Benefit Plan (governed by the province of Ontario) or acquire an interest in any Person if such Person sponsors, maintains, administers or contributes to, or has any liability in respect of any Canadian Defined Benefit Plan (governed by the province of Ontario).

SECTION 7. EVENTS OF DEFAULT

7.1 Events of Default . If any of the following events shall occur and be continuing:

(a) (i) The Borrower shall fail to pay any principal of any Loan when due in accordance with the terms hereof; or (ii) the Borrower shall fail to pay any interest on any Loan, or any Loan Party shall fail to pay any other amount payable hereunder or under any other Loan Document, within five Business Days after any such interest or other amount becomes due in accordance with the terms hereof or thereof; or

(b) Any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement required to be furnished by it at any time under this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made or furnished ( provided that, in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality); or

(c) Any Loan Party shall default in the observance or performance of any agreement contained in clause (i) of Section 5.4(a) (with respect to Parent and the Borrower only), Section 5.7(a) or Section 6; or

(d) Any Loan Party shall default in the observance or performance of any covenant or other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days following delivery of written notice thereof to the Borrower by the Administrative Agent; or

(e) Parent, the Borrower or any of its Restricted Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness (excluding the Loans and other Indebtedness under the Loan Documents) on the scheduled or original due date with respect thereto beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of

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any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to become subject to a mandatory offer to purchase by the obligor thereunder or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable ( provided that this clause (iii) shall not apply to (A) any secured Indebtedness that becomes due or subject to a mandatory offer to purchase as a result of the sale, transfer or other Disposition of assets securing such Indebtedness, if such sale, transfer or other Disposition is permitted hereunder and under the documents providing for such Indebtedness (and, for the avoidance of doubt, the aggregate principal amount of such Indebtedness shall not be included in determining whether an Event of Default has occurred under this paragraph (e)), (B) any default for failure to comply with Section 6.1 of the ABL Credit Agreement, unless and until the “Required Lenders” (under and as defined in the ABL Credit Agreement) have declared all “Revolving Credit Loans” and “FILO Term Loans” (each as defined in the ABL Credit Agreement) to be immediately due and payable and have terminated the “Revolving Credit Commitments” (under and as defined in the ABL Credit Agreement) and have not rescinded such declaration, or (C) Convertible Senior Notes that become subject to settlement upon conversion as a result of one or more conversion contingencies set forth in the Convertible Notes Indenture becoming satisfied); provided , that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Material Debt; and provided, further, that upon becoming an Event of Default, such Event of Default shall be deemed to have been remedied and shall no longer be continuing if any such defaults, events or conditions are remedied or waived prior to any acceleration of the Loans pursuant to the below provisions of this Section 7.1 by any of the holders or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holders or beneficiaries) so long as, after giving effect to such remedy or waiver, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall no longer be continuing with respect to Material Debt; or

(f) (i) Parent, the Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) shall commence any case, proceeding or other action under any then-existing law (A) relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, interim receiver, monitor, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Parent, the Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Parent, the Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) under any then-existing law any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or for any such adjudication or appointment or

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(B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against Parent, the Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) under any then-existing law any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) Parent, the Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) shall take any action in furtherance of, or indicating its consent to or approval of, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Parent or the Borrower shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g) (i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan (other than any “prohibited transaction” for which a statutory or administrative exemption is available) that results in liability of the Borrower or any Commonly Controlled Entity, (ii) any Person shall fail to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan or any failure by any Single Employer Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived, with respect to any Plan, or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is reasonably likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA and the present value of all accrued benefits, determined on a termination basis, exceeds the value of the assets of such Plan, (v) the Borrower or any Commonly Controlled Entity shall be reasonably likely to incur any liability in connection with a withdrawal from, or the Insolvency of, a Multiemployer Plan, or (vi) any other similar event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, would reasonably be expected to have a Material Adverse Effect; or

(h) One or more final judgments or decrees for the payment of money shall be entered against Parent, the Borrower or any of its Restricted Subsidiaries involving for Parent, the Borrower and its Restricted Subsidiaries taken as a whole a liability (not paid or fully covered by insurance as to which the relevant insurance company has not denied coverage in writing) of $20,000,000 or more, and all such judgments or decrees shall not have been satisfied, vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or

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the failure of the Administrative Agent, the Collateral Agent, the ABL Administrative Agent or any agent appointed by any of them to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents or to file Uniform Commercial Code continuation statements or (ii) such loss is covered by a title insurance policy benefitting the Administrative Agent or the Lenders; provided that it shall not be an Event of Default under this clause (i) if, solely as a result of the occurrence of one or more of the events described in this clause (i), the Collateral Agent shall not hold a legal, valid and perfected security interest, with the priority required under the Security Documents, in Collateral with a fair market value not to exceed $7,500,000 in the aggregate; or

(k) Any Change of Control shall occur; or

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents shall automatically and immediately become due and payable and (B) if such event is any other Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent (and for the avoidance of doubt no other Person) shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable.

7.2 Right to Cure .

(a) Notwithstanding anything to the contrary contained in Section 7.1, in the event that the Borrower fails to comply with the requirements of the Financial Covenant, during the period beginning on the first day following the applicable fiscal quarter (i.e., the last fiscal quarter in the period of non-compliance with the Financial Covenant) until the expiration of the 10th Business Day after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 5.1 (the “ Cure Date ”), Parent shall have the right to use the cash proceeds of any equity contribution to Parent during such period (any such equity contribution to Parent to exercise the Cure Right pursuant to this Section, a “ Cure Contribution ”) or any issuance of Parent’s Capital Stock (other than Disqualified Capital Stock) during such period (any such Capital Stock issued by Parent to exercise the Cure Right pursuant to this Section, “ Cure Securities ”) to make a common equity contribution to, or purchase of common equity of, the Borrower (collectively, the “ Cure Right ”), and upon the receipt by the Borrower of such cash proceeds (the “ Cure Amount ”) pursuant to the exercise by Parent of such Cure Right and

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request to the Administrative Agent to effect such recalculation, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments:

(i) Consolidated EBITDA shall be increased for such fiscal quarter and for applicable subsequent periods which include such fiscal quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and

(ii) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

(b) Notwithstanding anything herein to the contrary (i) in each four-consecutive-fiscal-quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement from and after the Amendment Effective Date, the Cure Right may be exercised no more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of causing the Borrower to comply with the Financial Covenant, (iv) no Indebtedness repaid with the proceeds of Cure Securities shall be deemed repaid for the purposes of recalculating the Financial Covenant during the fiscal quarter in respect of which the Cure Right is exercised, and (v) the proceeds of Cure Securities shall be disregarded for other purposes of this Agreement (including determining financial ratio-based conditions or basket amounts).

(c) Upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “ Notice of Intent to Cure ”), until the 10th Business Day subsequent to the date of required delivery of the related Compliance Certificate delivered pursuant to Section 5.2(b) to which such Notice of Intent to Cure relates, the Administrative Agent shall not (and the Required Lenders shall not direct the Administrative Agent to) exercise the right to accelerate payment of the Loans and the Administrative Agent shall not (and the Required Lenders shall not direct the Administrative Agent to) exercise any right to foreclose on or take possession of the Collateral solely on the basis of an allegation of an Event of Default having occurred and being continuing under Section 7.1 due to failure by the Borrower to comply with the requirements of the Financial Covenant for the applicable period.

SECTION 8. THE AGENTS

8.1 Appointment . Each Lender hereby irrevocably designates, appoints and authorizes the Administrative Agent and the Collateral Agent as the agents of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent and the Collateral Agent, in such capacities, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent and the Collateral Agent by the terms of this Agreement and the other Loan Documents, together

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with such other powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, each Lender hereby authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and to enter into each Security Document, the Intercreditor Agreements and any other intercreditor or subordination agreements contemplated hereby on behalf of and for the benefit of the Lenders and the other Secured Parties and agrees to be bound by the terms thereof. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent. Notwithstanding anything to the contrary herein or in any other Loan Document, the Collateral Agent is authorized to take direction from the Administrative Agent.

8.2 Delegation of Duties . Each of the Administrative Agent and the Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through sub-agents or attorneys‑in‑fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No such Agent shall be responsible for the negligence or misconduct of any such sub-agents or attorneys-in‑fact selected by it with reasonable care. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of each such Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facility as well as activities as such Agent. No such Agent

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shall be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

8.3 Exculpatory Provisions . Neither any Agent, any Arranger nor any of their respective officers, directors, employees, agents, advisors, attorneys‑in‑fact or affiliates shall be:

(a) liable to any other Credit Party for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary) or (in the case of the Collateral Agent) the Administrative Agent, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 9.2) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Neither the Administrative Agent nor the Collateral Agent shall be deemed to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given in writing to such Agent by the Borrower or a Lender;

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be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; or

8.4 Reliance by the Agent s. Each of the Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying and shall not incur any liability for relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile or email message, statement, order, telephonic or electronic notices or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to Parent or the Borrower), independent accountants and other experts selected by such Agent. Each of the Administrative Agent and the Collateral Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with such Agent. Each of the Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all affected Lenders) or (in the case of the Collateral Agent) the Administrative Agent as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each of the Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all affected Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each of the Administrative Agent and the Collateral Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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such a notice, such Agent shall give notice thereof to the Lenders and the other such Agent. Each of the Administrative Agent and the Collateral Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all affected Lenders) or (in the case of the Collateral Agent) the Administrative Agent; provided that unless and until such Agent shall have received such directions, such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

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Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

8.9 Successor Administrative Agent . The Administrative Agent may resign as Administrative Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent, then the Borrower and the Required Lenders (or, if an Event of Default has occurred and is continuing under Section 7.1(a) or (f), the Required Lenders) shall appoint a successor agent for the Lenders, which shall be a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has been appointed as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation (or such earlier date as shall be agreed by the Borrower and the Required Lenders) (the “Resignation Effective Date”), the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Borrower and Required Lenders (or, if an Event of Default has occurred and is continuing under Section 7.1(a) or (f), the Required Lenders as set forth above) shall appoint a successor agent as provided for above; provided that in no event shall any successor Administrative Agent be a Defaulting Lender or a Disqualified Institution. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8 and of Section 9.3 shall continue to inure to its benefit.

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collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Borrower (or, if an Event of Default has occurred and is continuing under Section 7.1(a) or (f), the Required Lenders as set forth above) shall appoint a successor agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent as of the Resignation Effective Date), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 8 and Section 9.3 shall continue in effect for the benefit of such retiring Administrative Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity (other than in its capacity as a Lender) hereunder or under the other Loan Documents, including, without limitation, (A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Secured Parties and (B) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

8.11 Co-Documentation Agents and Arrangers. Anything herein to the contrary notwithstanding, none of the Co-Documentation Agents and the Arrangers shall have any duties or responsibilities hereunder in its capacity as such.

8.12 Collateral and Guarantee Matters .

(a) to take such action and execute such documents as may be reasonably requested by Parent or the Borrower pursuant to Section 9.14 to release any Lien on any property granted to or held by the Collateral Agent on behalf of the Secured Parties under any Loan Document (i) upon the payment in full of the Obligations (other than Obligations in respect of (x) any Specified Hedge Agreements or Cash Management Obligations and (y) contingent reimbursement and indemnification obligations) and termination of all Commitments, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (iii) that is or becomes an Excluded Asset or (iv) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 9.2;

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(b) to subordinate any Lien on any property granted to or held by the Collateral Agent on behalf of the Secured Parties under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.3(g), or as set forth in the applicable Intercreditor Agreement; and

c. to take such action and execute such documents as may be reasonably requested by Parent or the Borrower pursuant to Section 9.14 to release any Guarantor from its Guarantee Obligations and other obligations under the Loan Documents, and to release any Liens granted by it under the Loan Documents, if such Person ceases to be a Subsidiary or is or becomes an Excluded Subsidiary as a result of a transaction permitted under the Loan Documents.

Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantee Obligations or Liens pursuant to this Section 8.12. In each case as specified in this Section 8.12, the Administrative Agent and the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement and to release the Liens granted by such Guarantor under the Loan Documents, in each case in accordance with the terms of this Section 8.12.

Neither the Administrative Agent nor the Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

8.13 Appointment of Borrower . Each of the Loan Parties hereby appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent or a Lender to the Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent, or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower on behalf of each of the Loan Parties.

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SECTION 9. MISCELLANEOUS

(i) if to Parent or the Borrower, to it at:

General Nutrition Centers, Inc.

300 Sixth Avenue

Pittsburgh, PA 15222

Attention: Amy Davis

Telephone: (412) 288 4641

Email: ADavis@gnc-hq.com

with copies (which shall not constitute notice) to:

Michèle O. Penzer

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

Facsimile: (212) 751-4864

Telephone: (212) 906-1245

Email: michele.penzer@lw.com

(ii) if to the Administrative Agent:

JPMorgan Chase Bank, N.A.

Loan and Agency Services Group

10 South Dearborn Street, Floor L2

Chicago, Illinois 60603

Attention: Leonida Mischke

Facsimile: 844-460-5663

Telephone: 312-385-7055

Email: jpm.agency.cri@jpmorgan.com

Chicago.LC.Agency.activity.team@jpmchase.com

with a copy to:

JPMorgan Chase Bank, N.A.

270 Park Avenue, 43 ^rd Floor

New York, NY 10017

Attention: James A. Knight

Facsimile: 917-464-7000

Telephone: 212-622-8486

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Email: james.a.knight@jpmorgan.com

(iii) if to the Collateral Agent:

GLAS Trust Company LLC

230 Park Avenue, 10 ^th Floor

New York, New York 10169

Attention: Administrator for GNC

Facsimile: 212-202-6246

Telephone: 212-808-3050

Email: TES.Americas@glas.agency

if to any other Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent, the Collateral Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(d) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet, other than for direct or actual damages to the extent resulting from the gross negligence, bad faith or willful misconduct of such party or its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction.

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(e) The Administrative Agent, the Collateral Agent and the Lenders shall be entitled to rely and act upon any notices (including, without limitation, telephonic or electronic notices) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the Collateral Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party in accordance with Section 9.3. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

9.2 Waivers; Amendments . (a) No failure or delay by the Administrative Agent, the Collateral Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by Parent or the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.2 or the waiver of any Default, mandatory prepayment or mandatory reduction of Commitments shall not constitute an increase of any Commitment of any Lender), (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly and adversely affected thereby (except (I) in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of the Majority Facility Lenders of each directly and adversely affected Facility) and (II) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii)), (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment without the written consent of each Lender directly and adversely affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.2 or the waiver of any Default, mandatory prepayment or

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mandatory reduction of Commitments shall not constitute a postponement of the scheduled date of expiration of any Commitment of any Lender), (iv) change Section 2.21(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby, or (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or grant any consent hereunder, or release all or substantially all of the Collateral or release Guarantors from their guarantee obligations under the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement representing all or substantially all of the value of such guarantees, taken as a whole, in each case, without the written consent of each Lender directly and adversely affected thereby; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder in a manner adverse to such Agent without the prior written consent of such Agent.

(c) Notwithstanding anything to the contrary contained in this Section 9.2, the Administrative Agent and the Borrower, in their sole discretion, may amend, modify or supplement any provision of this Agreement or any other Loan Document to (i) amend, modify or supplement such provision or cure any ambiguity, omission, mistake, error, defect or inconsistency, so long as such amendment, modification or supplement does not directly and adversely affect the rights or obligations of any Lender, (ii) to permit additional affiliates of the Borrower to guarantee the Obligations and/or provide Collateral therefor and (iii) to add covenants and other terms for the benefit of the Lenders as provided in Sections 2.24, 2.25, 2.26 and 6.2(i), (r), (bb) and (ff) or elsewhere herein. Such amendments shall become effective without any further action or consent of any other party to any Loan Document.

(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, no Lender consent is required to effect any amendment or supplement to any Intercreditor Agreement (i) that is for the purpose of adding the holders of Permitted Pari Passu Secured Refinancing Debt, “Permitted Pari Passu Secured FILO Refinancing Debt” (as defined in the ABL Credit Agreement), Permitted Junior Secured Refinancing Debt, “Permitted Junior Secured FILO Refinancing Debt” (as defined in the ABL Credit Agreement) or Indebtedness incurred pursuant to Section 6.2(bb), (dd) or (ff) (or a Representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable Intercreditor Agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing and provided, that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by such Intercreditor Agreement; provided further that no such agreement shall directly and adversely amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of such Agent.

(e) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Incremental Facility Amendments in accordance with Section 2.24, Replacement Facility Amendments in accordance with Section 2.25, Extension Amendments in accordance with Section 2.26 and Permitted Credit Agreement

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Refinancing Indebtedness Amendments, and such Incremental Facility Amendments, Replacement Facility Amendments, Extension Amendments and Permitted Credit Agreement Refinancing Indebtedness Amendments shall be effective to amend the terms of this Agreement and the other applicable Loan Documents, in each case, without any further action or consent of any other party to any Loan Document.

(f) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Majority Facility Lenders.

(g) Notwithstanding anything to the contrary contained in this Section 9.2 or any other Loan Document, guarantees, collateral security documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Requirements of Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement or any other Loan Documents.

9.3 Expenses; Indemnity; Damage Waiver . (a)The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by each Agent and its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of legal counsel for the Administrative Agent and the other Agents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent, or all Lenders collectively, including the reasonable and documented out-of-pocket fees, charges and disbursements of legal counsel for the Administrative Agent and the Collateral Agent, or all Lenders collectively, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that the Borrower’s obligations under this Section 9.3(a) for fees and expenses of legal counsel shall be limited to fees and expenses of (x) one outside legal counsel for all Indemnitees described in clauses (i) and (ii) above, taken as a whole (plus one separate outside legal counsel for the Collateral Agent), (y) in the case of any conflict of interest, one outside legal counsel for such affected Indemnitee or group of Indemnitees and (z) if necessary, one local or foreign legal counsel in each relevant jurisdiction.

(b) The Borrower shall indemnify the Administrative Agent, each other Agent, each institution listed as an arranger, manager or co-manager on the cover page hereof

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and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of (i) one outside legal counsel to each of the Administrative Agent and the Collateral Agent and one outside legal counsel to the other Indemnitees taken as a whole, (ii) in the case of any conflict of interest, one outside legal counsel for the affected Lender or group of Lenders and (iii) if necessary, one local or foreign legal counsel in each relevant jurisdiction, which may at any time be imposed on, incurred by or asserted or awarded against any such Indemnitee arising out of, in connection with, or as a result of (w) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Amendment Transactions or any other transactions contemplated hereby, (x) any Loan or the use of the proceeds therefrom, (y) any actual or alleged presence or release of Hazardous Materials at, on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability of the Borrower or any of its Subsidiaries, or (z) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or (except with respect to the Collateral Agent) material breach of its obligations under the Loan Documents or willful misconduct of such Indemnitee or its Primary Related Parties, (2) arise out of any claim, litigation, investigation or proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee ( provided that in the event of such a claim, litigation, investigation or proceeding involving a claim or proceeding brought by or against the Administrative Agent (in its capacity as such), the Collateral Agent (in its capacity as such) or any Arranger (in its capacity as such) by other Indemnitees, the Administrative Agent (in its capacity as such), the Collateral Agent (in its capacity as such) or such Arranger (in its capacity as such) shall be entitled (subject to the other limitations and exceptions set forth above) to the benefit of the indemnities set forth above) or (3) are in respect of indemnification payments made pursuant to Section 8.7, to the extent the Borrower would not have been or was not required to make such indemnification payments directly pursuant to the provisions of this Section 9.3(b). As used herein, the “ Primary Related Parties ” of an Indemnitee are its Affiliates with direct involvement in the negotiation and syndication of the Facilities under this Agreement and such Indemnitee’s and Affiliates’ respective directors, officers and employees.

(c) To the extent permitted by applicable law, none of Parent, the Borrower nor any Indemnitee shall assert, and Parent, the Borrower and each Indemnitee hereby waives, any claim against Parent, the Borrower or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any agreement or instrument contemplated hereby, the Amendment Transactions, any Loan or the use of the proceeds thereof or any act or omission or event occurring in

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connection therewith, and, to the extent permitted by applicable law, Parent and Borrower and each Indemnitee hereby waive, release and agree not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided that nothing contained in this paragraph shall limit the obligations of the Borrower under Section 9.3(b) in respect of any such damages claimed against the Indemnitees by Persons other than Indemnitees.

(d) All amounts due under this Section shall be payable not later than thirty days after written demand therefor.

9.4 Successors and Assigns . (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) subject to Section 6.4, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or a Purchasing Borrower Party or, if an Event of Default has occurred and is continuing under Section 7.1(a) or (f) (with respect to any Loan Party), any other Eligible Assignee; and provided , further , that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall have objected thereto by written notice to the Administrative Agent not later than the tenth Business Day following the date the Borrower acknowledges its receipt of notice of the proposed assignment; and

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender, an Approved Fund.

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

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Loans of any Class, the amount of the Loans of the assigning Lender subject to each such

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assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 (and shall be in integral multiples of $1,000,000 in excess thereof) unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default under Section 7.1(a) or (f) (with respect to any Loan Party) has occurred and is continuing;

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws;

(E) no such assignment shall be made to a natural person;

(F) any assignment of any Loans to a Purchasing Borrower Party shall be subject to the requirements of Section 9.4(g); and

(G) such assignment does not violate Section 9.4(h).

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(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount and stated interest of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, and, if an Event of Default has occurred and is continuing, any Lender (but only with respect to the entries related to such Lender), at any reasonable time and from time to time upon reasonable prior notice.

(c) (i) Subject to compliance with Section 9.4(h), any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.2(b) that (1) requires the consent of each Lender or each directly and adversely affected Lender and (2) directly and adversely affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.18, 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this

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Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.8 as though it were a Lender, provided such Participant agrees to be subject to Section 2.21(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant's interest in any Loans, or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Loan or other obligation is in registered form under Section 5f.103-1(c) and Proposed Section 1.163-5(b) (and any amended or successor version) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The portion of the Participant Register relating to any Participant requesting payment from the Borrower under the Loan Documents shall be made available to the Borrower upon request.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.18, 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless (A) the Borrower is notified of the participation sold to such Participant and the sale of the participation to such Participant is made with the Borrower’s prior written consent or (B) such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 unless such Participant agrees, for the benefit of the Borrower, to comply (and actually complies) with Section 2.20(e) as though it were a Lender.

(iii) No participation may be sold to an Affiliated Lender unless such participation is subject to the applicable restrictions on assignments to Affiliated Lenders set forth in Section 9.4(g), which shall apply to such participations mutatis mutandis. No participation may be sold to any Purchasing Borrower Party.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(e) [Reserved].

(f) [Reserved].

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(g) Notwithstanding anything else to the contrary contained in this Agreement, any Lender may assign all or a portion of its Term Loans to any Purchasing Borrower Party in accordance with Section 9.4(b); provided that:

(i) the assigning Lender and the Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit C-2 hereto (an “ Affiliated Lender Assignment and Assumption ”) in lieu of an Assignment and Assumption;

(ii) such assignment shall be made pursuant to (i) open market purchases on a non- pro rata basis or (ii) a Dutch Auction open to all Lenders of the applicable Class on a pro rata basis;

(iii) any Term Loans assigned to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder;

(iv) no Event of Default shall have occurred and be continuing at the time of such assignment;

(v) gain from any such purchase shall not increase Consolidated EBITDA;

(vi) no proceeds of “Revolving Credit Loans” (as defined in the ABL Credit Agreement) shall be used to purchase Term Loans pursuant to this Section 9.4(g); and

(vii) the aggregate outstanding principal amount of the Term Loans of the applicable Class shall be deemed reduced by the full par value of the aggregate principal amount of the Term Loans purchased pursuant to this Section 9.4(g) and each principal repayment installment with respect to the Term Loans of such Class shall be reduced pro rata by the aggregate principal amount of Term Loans purchased.

(h) (i) No assignment or participation shall be made to any Person that is a Disqualified Institution to the extent the list thereof has been provided to any Lender requesting the same as of the date (the “ Trade Date ”) on which such Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any Assignee that becomes a Disqualified Institution after the applicable Trade Date, (x) such Assignee shall not retroactively be disqualified from becoming a Lender and (y) the execution by the Borrower of an Assignment and Acceptance with respect to such Assignee will not by itself result in such Assignee no longer being considered a Disqualified Institution. Any assignment in violation of this paragraph (h) shall not be void, but the other provisions of this paragraph (h) shall apply.

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(ii) If any assignment or participation is made to any Disqualified Institution without the Borrower’s prior written consent in violation of clause (h)(i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, (A) purchase or prepay the outstanding Term Loans of such Disqualified Institution by paying the lower of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such Term Loans or (B) require such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 9.4), all of its interest, rights and obligations under this Agreement to one or more Assignees at the lower of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such interests, rights and obligations.

(iii) Notwithstanding anything to the contrary contained in this Agreement, (A) Disqualified Institutions will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrower, any other Loan Party, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, and (y) for purposes of voting on any plan of reorganization, each Disqualified Institution party hereto hereby agrees (1) not to vote on such plan of reorganization, (2) if such Disqualified Institution does vote on such plan of reorganization notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such plan of reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (3) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).

(iv) The Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to provide the list of Disqualified Institutions to each Lender requesting the same and to post such list to the Platform. Each Lender shall have the right, and the Borrower hereby authorizes each Lender, to provide the list of Disqualified Institutions to any of such Lender’s actual or prospective transferees (including any actual or prospective assignee or participant).

(v) The Administrative Agent, in its capacity as such, shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions;

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provided that without limiting the generality of the foregoing, the Administrative Agent, in its capacity as such, shall not (a) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Institution or (b) have any liability with respect to or arising out of any assignment or participation of loans, or disclosure of confidential information in connection therewith, to any Disqualified Institution; it being agreed that the foregoing shall not relieve the Administrative Agent, to the extent constituting a Lender, from its obligations in respect of Disqualified Institutions in connection with assignments and participations, and disclosure of confidential information in connection therewith, by it.

9.5 Survival . All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement (excluding Obligations in respect of (x) any Specified Hedge Agreements and Cash Management Obligations and (y) contingent reimbursement and indemnification obligations that are not then due and payable at the time all other Obligations hereunder are discharged) is outstanding and unpaid. The provisions of Sections 2.18, 2.19, 2.20 and 9.3 and Section 8 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans or the termination of this Agreement or any provision hereof.

9.6 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when the conditions precedent in Section 4 of the Amendment Agreement shall have been satisfied or waived, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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Agreements), to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) (excluding payroll, tax withholding and trust accounts maintained in the ordinary course of business) at any time held and other obligations at any time owing by such Lender to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender shall notify the Administrative Agent and the Borrower promptly after any such setoff.

9.9 Governing Law ; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.1. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

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LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

9.12 Confidentiality. (a) Each of the Administrative Agent, the Co-Documentation Agents, any Arranger and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority claiming jurisdiction over it, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (provided that the applicable Agent or such Lender, as applicable, shall notify the Borrower as soon as practicable in the event of any such disclosure by such Person (other than at the request of a regulatory authority claiming jurisdiction over it) unless such notification is prohibited by applicable law, rule or regulation), (iv) to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (vi) to any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to the Borrower and its obligations (provided, such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 9.12 or other provisions at least as restrictive as this Section 9.12), (vii) with the prior written consent of the Borrower or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section 9.12 or (B) becomes available other than as a result of a breach of this Section 9.12 to the Administrative Agent, the Co-Documentation Agents, any Arranger or any Lender on a nonconfidential basis from a source other than the Borrower or any of its Affiliates. For the purposes of this Section, “Information” means all information received from Parent, the Borrower or any of their Affiliates relating to Parent or the Borrower or any of its Subsidiaries or businesses, other than any such information that is available other than as a result of a breach of this Section 9.12 to the Administrative Agent, the Co-Documentation Agents, any Arranger or any Lender on a nonconfidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section 9.12 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the

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confidentiality of such Information as such Person would accord to its own confidential information which shall in no event be less than commercially reasonable care. To the extent the list of Disqualified Institutions has been provided to any Lender requesting the same, Information shall not be disclosed to a Disqualified Institution that constitutes a Disqualified Institution at the time of such disclosure without the Borrower’s prior written consent.

(b) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

(c) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS AND WARRANTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

9.13 USA PATRIOT Act . Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) and the Administrative Agent and the Collateral Agent (in each case for themselves and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the Act, it may be required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or such Agent, as applicable, to identify the Borrower in accordance with the Act.

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created by any Loan Document in respect of such Capital Stock or assets, and, in the case of a transaction permitted under this Agreement the result of which is that a Loan Party would cease to be a Restricted Subsidiary or would become an Excluded Subsidiary, the Guarantee Obligations created by the Loan Documents in respect of such Loan Party (and all security interests granted by such Guarantor under the Loan Documents) shall automatically terminate and be released without the requirement for any further action by any Person, and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the Borrower and at the Borrower’s expense to further document and evidence such termination and release of such security interests and such Loan Party’s Guarantee Obligations in respect of the Obligations (including, without limitation, its Guarantee Obligations under the Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement). Any representation, warranty or covenant contained in any Loan Document relating to any such Capital Stock, asset or subsidiary of any Loan Party shall no longer be deemed to be made with respect thereto once such Capital Stock or asset or Subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of.

(b) Upon the payment in full of the Obligations (excluding Obligations in respect of (x) any Specified Hedge Agreements and Cash Management Obligations and (y) contingent reimbursement and indemnification obligations that are not then due and payable), all Liens created by the Loan Documents shall automatically terminate and be released without the requirement for any further action by any Person, and the Collateral Agent shall promptly (and the Lenders hereby authorize the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the Borrower and at the Borrower’s expense to further document and evidence such termination and release of Liens created by the Loan Documents, and the Guarantee Obligations created by the Loan Documents in respect of the Guarantors shall automatically terminate and be released without the requirement for any further action by any Person, and the Collateral Agent shall promptly (and the Lenders hereby authorize the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the Borrower and at the Borrower’s expense to further document and evidence such termination and release of the Guarantors’ Guarantee Obligations in respect of the Obligations (including, without limitation, the Guarantee Obligations under the Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement).

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from exercising setoff rights in accordance with Section 9.8 (subject to the terms of Section 2.21(c)), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then the Required Lenders (and no other Person) shall have the rights otherwise ascribed to the Administrative Agent at the instruction of the Required Lenders pursuant to Section 7.1.

9.16 No Fiduciary Duty . Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lender Parties”) may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Parties, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Parties have assumed any advisory, agent (other than to the extent set forth in Section 9.4(b)(iv)) or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Parties have advised, are currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents, (y) the Administrative Agent, the Collateral Agent, their respective Affiliates and the Lenders may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Collateral Agent, any of their respective Affiliates nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates and (z) the Lender Parties are acting solely as principals and not as the agents or fiduciaries of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate, that it is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that the Lender Parties have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Collateral Agent, any of their respective Affiliates or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby.

9.17 Interest Rate Limitation . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan

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Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

9.18 Security Documents and Intercreditor Agreements . (a) The parties hereto acknowledge and agree that any provision of any Loan Document to the contrary notwithstanding, prior to the discharge in full of all ABL Obligations, the Loan Parties shall not be required to act or refrain from acting under any Security Document with respect to the ABL Priority Collateral in any manner that would result in a “Default” or “Event of Default” (as defined in any ABL Loan Document) under the terms and provisions of the ABL Loan Documents. Additionally, each Lender hereunder:

(b) consents to the subordination of Liens provided for in the ABL Intercreditor Agreement;

(c) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements; and

(d) authorizes and instructs each of the Administrative Agent and the Collateral Agent to enter into the Intercreditor Agreements as a representative on behalf of such Lender.

The foregoing provisions are intended as an inducement to the lenders under the ABL Credit Agreement to extend credit and such lenders are intended third party beneficiaries of such provisions and the provisions of the ABL Intercreditor Agreement.

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participant of a Lender or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence.

(ii) shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness.

9.20 Judgment Currency . If for the purpose of obtaining judgment in any court it is necessary to convert an amount due hereunder in the currency in which it is due (the “Original Currency”) into another currency (the “Second Currency”), the rate of exchange applied shall be that at which, in accordance with normal banking procedures, the Administrative Agent could purchase, in the New York foreign exchange market, the Original Currency with the Second Currency on the date two (2) Business Days preceding that on which judgment is given. The Borrower agrees that its obligation in respect of any Original Currency due from it hereunder shall, notwithstanding any judgment or payment in such other currency, be discharged only to the extent that, on the Business Day following the date the Administrative Agent receives payment of any sum so adjudged to be due hereunder in the Second Currency, the Administrative Agent may, in accordance with normal banking procedures, purchase, in the New York foreign exchange market, the Original Currency with the amount of the Second Currency so paid; and if the amount of the Original Currency so purchased or could have been so purchased is less than the amount originally due in the Original Currency, the Borrower agrees as a separate obligation and notwithstanding any such payment or judgment to indemnify the Administrative Agent against such loss; and if the amount of the Original Currency so purchased or could have been so purchased is greater than the amount originally due in the Original Currency, the Administrative Agent agrees to remit such excess amount to the Borrower. The term “rate of exchange” in this Section 9.20 means the spot rate at which the Administrative Agent, in accordance with normal practices, is able on the relevant date to purchase the Original Currency with the Second Currency, and includes any premium and costs of exchange payable in connection with such purchase.

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matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided further, without limiting the foregoing, upon the request of the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart.

9.22 Acknowledgement and Consent to Bail-In of EEA Financial Institutions .

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(b) the effects of any Bail-in Action on any such liability, including (without limitation), if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

9.23 Lender Representations .

(a) Each Lender that has delivered a Lender Consent, and each Lender that becomes a Lender after the Amendment Effective Date (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Arrangers and their respective Affiliates, and not,

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for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans or the Commitments,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement and the conditions of exemptive relief thereunder are and will continue to be satisfied in connection therewith,

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

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(i) none of the Administrative Agent or any Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),

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(ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),

(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),

(iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and

(v) no fee or other compensation is being paid directly to the Administrative Agent or any Arranger or any of their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Commitments or this Agreement.

(c) The Administrative Agent and each Arranger hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans or the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

9.24 Amendment and Restatement . This Agreement shall be deemed to be an amendment to and restatement of the Existing Credit Agreement as and in the manner set forth in the Amendment Agreement.

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(signature pages follow)

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



GNC CORPORATION

By:	/s/ Amy N. Davis
	Name: Amy N. Davis
	Title: Treasurer



GENERAL NUTRITION CENTERS, INC.

By:	/s/ Amy N. Davis
	Name: Amy N. Davis
	Title: Treasurer



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

By:	/s/ James A. Knight
	Name: James A. Knight
	Title: Credit Risk Director



GLAS TRUST COMPANY LLC, as Collateral Agent

By:	/s/ Martin Reed
	Name: Martin Reed
	Title: Vice President

US-DOCS\98590580.29

GUARANTEE AND COLLATERAL AGREEMENT

made by

GNC CORPORATION

GENERAL NUTRITION CENTERS, INC.

and certain of its Subsidiaries

in favor of

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

Dated as of February 28, 2018

TABLE OF CONTENTS

PAGE



SECTION 1	Defined Terms	2

1.1.	Definitions	2
1.2.	Other Definitional Provisions	6

SECTION 2	Guarantee	7

2.1.	Guarantee	7
2.2.	Rights of Reimbursement, Contribution and Subrogation	8
2.3.	Amendments, etc. with respect to the Borrower Obligations	8
2.4.	Guarantee Absolute and Unconditional	9
2.5.	Reinstatement	10
2.6.	Payments	10

SECTION 3	Grant Of Security Interest	10

SECTION 4	Representations And Warranties	14

4.1.	[Reserved].	14
4.2.	Title; No Other Liens	14
4.3.	Perfected Liens	14
4.4.	Name; Jurisdiction of Organization, etc.	14
4.5.	[Reserved].	15
4.6.	Farm Products	15
4.7.	Investment Property	15
4.8.	[Reserved].	15
4.9.	[Reserved].	15
4.10.	Intellectual Property	15
4.11.	Commercial Tort Claims	16

SECTION 5	Covenants	16

5.1.	[Reserved].	16
5.2.	Delivery of Pledged Securities, Notes, Debt Securities and Certificated Securities	16
5.3.	Maintenance of Insurance	17
5.4.	[Reserved].	17
5.5.	Maintenance of Perfected Security Interest; Further Documentation	17
5.6.	Changes in Locations, Name, Jurisdiction of Incorporation, etc.	18
5.7.	Notices.	18
5.8.	Investment Property	18
5.9.	[Reserved].	20
5.10.	Intellectual Property	20



5.11.	Commercial Tort Claims	22

SECTION 6	Remedial Provisions	22

6.1.	Certain Matters Relating to Receivables	22
6.2.	Communications with Obligors; Grantors Remain Liable	23
6.3.	Pledged Securities	23
6.4.	Proceeds to be Turned Over to Collateral Agent	25
6.5.	Application of Proceeds	26
6.6.	Code and Other Remedies	26
6.7.	Registration Rights	27
6.8.	Waiver; Deficiency	28

SECTION 7	THE COLLATERAL AGENT	28

7.1.	Collateral Agent’s Appointment as Attorney-in-Fact, etc.	28
7.2.	Duty of Collateral Agent	31
7.3.	Financing Statements; Intellectual Property Filings	31
7.4.	Authority of Administrative Agent and Collateral Agent	32
7.5.	Grant of Intellectual Property License	32
7.6.	Resignation; Successor Collateral Agent	33

SECTION 8	MISCELLANEOUS	34

8.1.	Amendments in Writing	34
8.2.	Notices	34
8.3.	No Waiver by Course of Conduct; Cumulative Remedies	34
8.4.	Enforcement Expenses; Indemnification	34
8.5.	Successors and Assigns	35
8.6.	Set-Off	35
8.7.	Counterparts	35
8.8.	Severability	36
8.9.	Section Headings	36
8.10.	Integration	36
8.11.	GOVERNING LAW	36
8.12.	Submission to Jurisdiction; Waivers	36
8.13.	Acknowledgments	37
8.14.	Additional Grantors	37
8.15.	Releases	37
8.16.	WAIVER OF JURY TRIAL	38
8.17.	Intercreditor Matters	38
8.18.	Collateral Agent Provisions	39

SCHEDULES

Schedule 1 Notice Addresses of Guarantors

Schedule 2 Description of Pledged Investment Property

Schedule 3 Filings and Other Actions Required to Perfect Security Interests


Schedule 4	Exact Legal Name, Location of Jurisdiction of Organization and Chief Executive Office


Schedule 5	Intellectual Property

EXHIBITS


Exhibit A	Reserved


Exhibit B-1	Form of Intellectual Property Security Agreement


Exhibit B-2	Form of After-Acquired Intellectual Property Security Agreement


Exhibit C	Intercompany Subordinated Demand Promissory Note


Annex I	Assumption Agreement

iii

GUARANTEE AND COLLATERAL AGREEMENT

GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 28, 2018, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “ Grantors ”), in favor of JP MORGAN CHASE BANK, N.A., as Administrative Agent (together with its successor in such capacity, the “ Administrative Agent ”) and Collateral Agent (together with its successors in such capacity, the “ Collateral Agent ”) for (i) the Lenders (as defined below) from time to time parties to the ABL Credit Agreement, dated as of February 28, 2018 (as amended, restated, amended and restated, supplemented, or otherwise modified or replaced from time to time, the “ Credit Agreement ”), among GNC CORPORATION, a Delaware corporation (“ Parent ”), GENERAL NUTRITION CENTERS, INC., a Delaware corporation (the “ ABL Administrative Borrower ”), the subsidiaries of the ABL Administrative Borrower from time to time party thereto as co-borrowers (together with the ABL Administrative Borrower, the “ Borrowers ”), the several banks and other financial institutions or entities from time to time parties thereto as lenders (the “ Lenders ”), the Administrative Agent and the Collateral Agent, and (ii) the other Secured Parties (as hereinafter defined).

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make or continue extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;

WHEREAS, the Borrowers are members of an affiliated group of companies that includes each other Grantor;

WHEREAS, the proceeds of the extensions of credit under the Credit Agreement have been and will be used in part to enable the Borrowers to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses;

WHEREAS, Qualified Counterparties have and may from time to time enter into Specified Hedge Agreements with and provide Cash Management Services to the Borrowers;

WHEREAS, the Borrowers and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making or continuation of the extensions of credit under the Credit Agreement and from such Specified Hedge Agreements and Cash Management Services;

WHEREAS, it is a condition precedent to the obligation of the Lenders to make or continue their respective extensions of credit to the Borrowers under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent and the Collateral Agent for the ratable benefit (without regard to control of remedies or application of payments) of the Secured Parties; and

NOW, THEREFORE, in consideration of the above premises the parties hereto hereby agree as follows:

SECTION 1 DEFINED TERMS

1.1. Definitions . (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms which are defined in Article 8 or 9 of the New York UCC are used herein as so defined: Account Debtor, Accounts, Commodity Account, Commercial Tort Claims, Commodity Contract, Documents, Electronic Chattel Paper, Equipment, Farm Products, Fixtures, Goods, Instruments, Inventory, Letter of Credit Rights, Money, Payment Intangibles, Securities Account, Security, Security Entitlement, Supporting Obligations, Tangible Chattel Paper and Uncertificated Security.

(b) The following terms shall have the following meanings:

“ After-Acquired Intellectual Property Collateral ”: as defined in Section 5.10(k).

“ Agreement ”: this Guarantee and Collateral Agreement, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.

“ Applicable Date ”: means with respect to any Grantor, (i) the date of this Agreement if such Grantor is a party hereto on the Closing Date, (ii) the date on which an Assumption Agreement is executed and delivered by such Grantor if such Grantor is not a party hereto on the Closing Date, and (iii) the date on which such Grantor is required to provide updates to the Schedules to this Agreement with respect to such Grantor pursuant to Section 5.10 of the Credit Agreement.

“ Borrower Obligations ”: the Obligations (as defined in the Credit Agreement).

“ Collateral ”: as defined in Section 3.

“ Collateral Account ”: any collateral deposit account established by the Collateral Agent to hold cash pending application to the Obligations.

“ Copyright License ”: any written agreement naming any Grantor as licensor or licensee, providing for the granting by or to any Grantor of any right in or to any Copyright, including, without limitation, any of the foregoing referred to in Schedule 5 .

“ Copyrights ”: (i) all United States and foreign copyrights, whether or not the underlying works of authorship have been published, including but not limited to copyrights in software and databases, all Mask Works (as defined in 17 U.S.C. 901 of the U.S. Copyright Act) and all works of authorship, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights,

and all copyright registrations, copyright applications, mask works registrations and mask works applications, and any renewals or extensions thereof, including, without limitation, each registration and application identified in Schedule 5 , and (ii) the rights to print, publish and distribute any of the foregoing.

“ Deposit Account ”: all “deposit accounts” as defined in Article 9 of the New York UCC, including, without limitation, all demand, time, savings, passbook and like accounts maintained with any financial institution (other than Securities Accounts or Commodity Accounts) and all of the accounts listed on Schedule 2 hereto under the heading “ Deposit Accounts ” (as such schedule may be amended from time to time) and all Collateral Accounts, other than any Excluded Accounts.

“ Discharge of Obligations ”: as defined in Section 2.1(d).

“ Excluded Capital Stock ”: any Capital Stock that constitutes “Excluded Assets” (as defined in the Credit Agreement).

“ General Intangibles ”: all “general intangibles” as such term is defined in Section 9-102(a)(42) of the New York UCC, and, in any event, including, without limitation, with respect to any Grantor, all rights of such Grantor to receive any tax refunds, all Hedge Agreements and all contracts, agreements, instruments and indentures and all licenses, permits, concessions, franchises and authorizations issued by Governmental Authorities in any form, and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such Grantor or any property of such Grantor is subject, as the same may from time to time be amended, supplemented, replaced or otherwise modified, including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) all rights of such Grantor to damages arising thereunder, and (iv) all rights of such Grantor to terminate and to perform, compel performance and to exercise all remedies thereunder.

“ Governmental Authority ”: a federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

“ Guarantor Obligations ”: with respect to any Guarantor, all obligations and liabilities of such Guarantor (other than Excluded Swap Obligations) which may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to any Secured Party pursuant to the terms of this Agreement or any other Loan Document).

“ Guarantors ”: the collective reference to each Grantor other than the Borrowers; provided that each Borrower shall be deemed to be a Guarantor hereunder solely with respect to (i) the Borrower Obligations of each other Borrower and (ii)

Specified Hedge Agreements and Cash Management Obligations between Qualified Counterparties and Grantors other than such Borrower.

“ Infringement ”: infringement, misappropriation, dilution or other impairment or violation.

“ Intellectual Property ”: the collective reference to all rights relating to intellectual property, whether arising under United States federal or state laws, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets and the Trade Secret Licenses.

“ Intercompany Note ”: any promissory note evidencing loans made by any Grantor to Parent or any of its Subsidiaries, including, without limitation, the subordinated Intercompany Note in the form attached as Exhibit C (the “ Subordinated Intercompany Note ”).

“ Investment Property ”: the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the of New York UCC, (ii) security entitlements, in the case of any United States Treasury book-entry securities, as defined in 31 C.F.R. section 357.2, or, in the case of any United States federal agency book-entry securities, as defined in the corresponding United States federal regulations governing such book-entry securities, and (iii) whether or not constituting “investment property” as so defined, all Pledged Securities, all Security Entitlements and all Commodity Contracts, other than, in the case of each of the foregoing clauses (i) – (iii), Excluded Capital Stock or Excluded Accounts.

“ Issuers ”: the collective reference to each issuer of a Pledged Security that is pledged by a Grantor hereunder.

“ New York UCC ”: the Uniform Commercial Code as from time to time in effect in the State of New York.

“ Obligations ”: (i) in the case of each Borrower, its Borrower Obligations, and (ii) in the case of each Guarantor, its Guarantor Obligations.

“ Patent License ”: any written agreement naming any Grantor as licensor or licensee, providing for the granting by or to any Grantor of any right in or to any Patent, including, without limitation, any of the foregoing referred to in Schedule 5 .

“ Patents ”: (i) all United States and foreign patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application identified in Schedule 5 , and all certificates of invention or similar property rights, (ii) all inventions and improvements described and claimed therein, and (iii) all reissues, divisions, reexaminations, continuations, continuations-in-part, substitutes, renewals, and extensions thereof and all improvements thereon.

“ Pledged Capital Stock ”: all shares or other equity interests constituting Capital Stock now owned or hereafter acquired by such Grantor, including, without limitation, all shares of Capital Stock described on Schedule 2 hereto (as such schedule may be amended from time to time), and the certificates, if any, representing such Capital Stock and any interest of such Grantor in the entries on the books of the issuer of such Capital Stock and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Capital Stock and any other warrant, right or option to acquire any of the foregoing, other than Excluded Capital Stock.

“ Pledged Debt Securities ”: all debt securities now owned or hereafter acquired by any Grantor, including, without limitation, the debt securities listed on Schedule 2 , (as such Schedule may be amended from time to time).

“ Pledged Notes ”: all promissory notes now owned or hereafter acquired by any Grantor including, without limitation, those listed on Schedule 2 (as such Schedule may be amended from time to time) and all Intercompany Notes at any time issued to any Grantor.

“ Pledged Securities ”: the collective reference to the Pledged Debt Securities, the Pledged Notes and the Pledged Capital Stock.

“ Pledged ULC Shares ”: Pledged Capital Stock which are shares in the capital stock of a ULC.

“ Proceeds ”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Pledged Securities, collections thereon or distributions or payments with respect thereto.

“ Receivable ”: all Accounts and any other right to payment for goods or other property sold, leased, licensed or otherwise disposed of or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper or classified as a Payment Intangible and whether or not it has been earned by performance.

“ Secured Parties ”: collectively, the Administrative Agent, the Collateral Agent, the Arrangers, the Co-Documentation Agents, the Lenders, the Indemnitees (as defined in the Credit Agreement) and, with respect to any Specified Hedge Agreement or Cash Management Obligations, any Qualified Counterparty that has agreed to be bound by the provisions of Section 7.2 hereof as if it were a party hereto and by the provisions of Section 8 of the Credit Agreement as if it were a Lender party thereto; provided that no Qualified Counterparty shall have any rights in connection with the management or release of any Collateral or the obligations of any Grantor under this Agreement.

“ Securities Act ”: the Securities Act of 1933, as amended.

“ Trademark License ”: any written agreement naming any Grantor as licensor or licensee. providing for the granting by or to any Grantor of any right in or to any Trademark, including, without limitation, any of the foregoing referred to in Schedule 5 .

“ Trademarks ”: (i) all United States, state and foreign trademarks, service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos, or other indicia of origin or source identification, Internet domain names, trademark and service mark registrations, and applications for trademark or service mark registrations and any renewals thereof, including, without limitation, each registration and application identified in Schedule 5 and (ii) the goodwill of the business connected with the use of, and symbolized by, each of the above.

“ Trade Secret License ”: any written agreement naming any Grantor as licensor or licensee, providing for the granting by or to any Grantor of any right in or to any Trade Secret.

“ Trade Secrets ”: all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, formulae, parts, diagrams, drawings, specifications, blue prints, lists of materials, and production manuals.

“ ULC ”: any unlimited company, unlimited liability company or unlimited liability corporation or any similar entity existing under the laws of any province or territory of Canada and any successor to any such entity.

“ Vehicles ”: all cars, trucks, trailers, construction and earth moving equipment and other Equipment of any nature, in each case, covered by a certificate of title law of any jurisdiction and all tires and other appurtenances to any of the foregoing.

1.2. Other Definitional Provisions . (a) The words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

(d) The expressions “payment in full,” “paid in full” and any other similar terms or phrases when used herein with respect to the Obligations or the Borrower Obligations shall mean the payment in full, in immediately available funds, of all of the Borrower Obligations (excluding Borrower Obligations in respect of (i) any Specified

Hedge Agreements or Cash Management Obligations and (ii) contingent reimbursement and indemnification obligations, in each case, that are not then due and payable) and all Letters of Credit have expired or terminated or been cash collateralized (in a manner consistent with Section 2.8(k) of the Credit Agreement) or backed (in a manner reasonably satisfactory to the relevant Issuing Bank with other letters of credit.

SECTION 2 GUARANTEE

2.1. Guarantee . (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent and the Collateral Agent, for the benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrowers (and, in the case of the Borrowers, the other Guarantors) when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.

(b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2).

(c) Each Guarantor agrees that Borrower Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of any Secured Party hereunder.

(d) The guarantee contained in this Section 2 shall remain in full force and effect until payment in full of the Borrower Obligations (other than Borrower Obligations in respect of (x) any Specified Hedge Agreements or Cash Management Obligations and (y) contingent reimbursement and indemnification obligations), the termination or expiration of the Commitments and the termination or expiration of all Letters of Credit (unless cash collateralized (in a manner consistent with Section 2.8(k) of the Credit Agreement) or backed (in a manner reasonably satisfactory to the relevant Issuing Bank) with other letters of credit) (the “ Discharge of Obligations ”).

(e) No payment made by any of the Borrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by any Secured Party from any of the Borrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Discharge of Obligations.

2.2. Rights of Reimbursement, Contribution and Subrogation . (a) Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.2(b). The provisions of this Section 2.2 shall in no respect limit the obligation and liabilities of any Subsidiary Guarantor to the Administrative Agent, the Collateral Agent and the Lenders and each Subsidiary Guarantor shall remain liable to the Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

(b) Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent, the Collateral Agent or any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent, the Collateral Agent or any Secured Party against any other Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent, the Collateral Agent or any Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any other Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until the Discharge of Obligations. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Discharge of Obligations, such amount shall be held by such Guarantor in trust for the Administrative Agent, the Collateral Agent and the Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, accordance with Section 6.5 hereof.

(c) The obligations of the Grantors under the Loan Documents, including their liability for the Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 2.2. The invalidity, insufficiency, unenforceability or uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Secured Party against any Guarantor or its property. The Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right.

(d) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but the exercise and enforcement of such rights shall be subject to Section 2.2(b).

2.3. Amendments, etc. with respect to the Borrower Obligations . Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation

of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by any Secured Party may be rescinded by such Secured Party and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, in accordance with the terms of the Loan Documents be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Secured Party, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the terms thereof as the Administrative Agent (or the requisite Lenders under the Credit Agreement or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by any Secured Party for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released. No Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

2.4. Guarantee Absolute and Unconditional . Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between any of the Borrowers and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Borrowers or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or the Discharge of Obligations or the release of any Guarantor pursuant to Section 8.15 hereof) which may at any time be available to or be asserted by any of the Borrowers or any other Person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any of the Borrowers or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Borrowers for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance other than the release of such Guarantor from this Agreement by the Administrative Agent and the Collateral Agent pursuant to and to the extent set forth in Section 8.15 hereof or Section 9.14 of the Credit Agreement. To the

fullest extent permitted by applicable law, when making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower or any other Guarantor or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

2.5. Reinstatement . The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

2.6. Payments . Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars in immediately available funds at the office of the Administrative Agent in New York, NY.

SECTION 3 GRANT OF SECURITY INTEREST

(a) Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in and to all of the following personal property, in each case, wherever located and whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “ Collateral ”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations:

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all Deposit Accounts;

(iv) all Documents;

(v) all Equipment;

(vi) all General Intangibles;

(vii) all Instruments;

(viii) all Intellectual Property, and (A) the right to sue or otherwise recover for any and all past, present and future Infringements and misappropriations thereof, and (B) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto;

(ix) all Inventory;

(x) all Investment Property;

(xi) all Letter of Credit Rights;

(xii) all Money;

(xiii) all Vehicles;

(xiv) all Goods not otherwise described above;

(xv) any Collateral Account;

(xvi) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and

(xvii) to the extent not otherwise included, all other personal property of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any Person with respect to any of the foregoing .

Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Assets and none of the Excluded Assets shall constitute Collateral.

Property and (C)‎ delivery to the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) to be held in its possession of all Collateral consisting of Instruments, notes and debt securities and certificated Capital Stock to the extent required by Section ‎5.2, (ii) to enter into any deposit account control agreement, securities account control agreement, commodity account control agreement or any other control agreement with respect to any deposit account, securities account or commodity account (other than as set forth pursuant to the terms of the Credit Agreement), (iii) to take any action (other than as provided in the Canadian Guarantee and Collateral Agreement) under non-U.S. law or with respect to any assets located outside of the United States, (iv) to perfect in any letter-of credit rights or any motor vehicles or other assets subject to a certificate of title (except filings listed in ‎Section 3(b)(i)(A) above) (to the extent such perfection can be achieved through such filings) or (v) to deliver any landlord lien waivers, estoppels bailee waivers, collateral access agreements or similar agreements.

(c) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all of its obligations under the Collateral and nothing contained herein is intended or shall be a delegation of duties to any Secured Party, (ii) each Grantor shall remain liable under and each of its agreements included in the Collateral, to perform all of its obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related thereto nor shall the Collateral Agent nor any Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral and (iii) the exercise by the Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral.

Agreement) pursuant to the ABL Intercreditor Agreement) a successor to any Grantor as a member or shareholder of any ULC, and neither the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) nor any of its respective successors or assigns hereunder shall be deemed to become a member or shareholder of any ULC by accepting this Agreement or any other Loan Document or exercising any right granted herein unless and until such time, if any, when the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) or any successor or assign expressly becomes a registered member or shareholder of any ULC. Each applicable Grantor shall be entitled to receive and retain for its own account any dividends or other distributions if any, in respect of the Collateral, and shall have the right to vote such Pledged ULC Shares and to control the direction, management and policies of the ULC issuing such Pledged ULC Shares to the same extent as such Grantor would if such Pledged ULC Shares were not pledged to the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) or to any other person pursuant hereto. To the extent any provision herein or in any other Loan Document would have the effect of constituting the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) to be a member or shareholder of any ULC prior to such time, such provision shall be severed herefrom and therefrom and ineffective with respect to the relevant Pledged ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or any other Loan Document or invalidating or rendering unenforceable such provision insofar as it relates to Collateral other than Pledged ULC Shares. Notwithstanding anything herein or in any other Loan Document to the contrary (except to the extent, if any, that the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) or any of its successors or assigns hereafter expressly becomes a registered member or shareholder of any ULC), neither the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) nor any of its respective successors or assigns shall be deemed to have assumed or otherwise become liable for any debts or obligations of any ULC. Except upon the exercise by the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) or other persons of rights to sell or otherwise dispose of Pledged ULC Shares or other remedies following the occurrence and during the continuance of an Event of Default, each applicable Grantor shall not cause or permit, or enable any ULC in which it holds Pledged ULC Shares to cause or permit, the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) to: (a) be registered as a member or shareholder of such ULC; (b) have any notation entered in its favor in the share register of such ULC; (c) be held out as member or shareholder of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) or other person holding a security interest in the Pledged ULC Shares; or (e)

act as a member or shareholder of such ULC, or exercise any rights of a member or shareholder of such ULC, including the right to attend a meeting of such ULC or vote the shares of such ULC.

SECTION 4 REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent, the Collateral Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make or continue to make their respective extensions of credit to the Borrowers thereunder, each Grantor hereby represents and warrants to the Secured Parties that:

4.1. [Reserved] .

4.2. Title; No Other Liens . Such Grantor owns each item of the Collateral free and clear of any and all Liens except for Permitted Liens. No financing statement, fixture filing or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement or as are not prohibited by the Credit Agreement.

4.3. Perfected Liens . The security interests granted pursuant to this Agreement constitute valid security interests in all of the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable against each applicable Grantor in accordance with the terms hereof (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and by general equitable principles (whether enforcement is sought in proceedings in equity or at law)) and, other than with respect to Collateral a security interest in which cannot be perfected by taking the actions specified in Section 3(b)(i) hereof (and otherwise subject to Section 3(b) hereof), upon completion of the filings and other actions specified on Schedule 3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) in duly completed and duly executed form, as applicable, and may be filed by the Collateral Agent at any time after the effectiveness of the Credit Agreement) and payment of all filing fees, will be perfected and are prior to all other Liens on the Collateral except for Permitted Liens, with the priority set forth in the Intercreditor Agreements.

4.4. Name; Jurisdiction of Organization, etc . On the date hereof, such Grantor’s exact legal name (as indicated on the public record of such Grantor’s jurisdiction of formation or organization), jurisdiction of organization, and the location of such Grantor’s chief executive office or sole place of business are specified on Schedule 4 . Except as specified on Schedule 4 , no Person that is a Grantor on the date hereof has changed its name, jurisdiction of organization, chief executive office or sole place of business within the five year period immediately prior to the Closing Date.

4.5. [ Reserved ].

4.6. Farm Products . None of the Collateral constitutes, or is the Proceeds of, Farm Products.

4.7. Investment Property . (a) Schedule 2 hereto (as such schedule may be amended from time to time) sets forth as of the most recent Applicable Date with respect to such Grantor under the heading “ Pledged Capital Stock ” all of the Pledged Capital Stock owned by any Grantor and such Pledged Capital Stock constitutes the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such Schedule. Schedule 2 hereto (as such schedule may be amended from time to time) sets forth as of the most recent Applicable Date with respect to such Grantor under the heading "Pledged Debt Securities" or "Pledged Notes" all of the Pledged Debt Securities and Pledged Notes owned by any Grantor that are required to be delivered to the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) pursuant to Section 5.2(a) hereof.

(b) The shares of Pledged Capital Stock pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock of each Issuer of Capital Stock included in the Collateral owned by such Grantor.

(c) All the shares of the Pledged Capital Stock pledged by such Grantor hereunder have been duly and validly issued and are fully paid and nonassessable (other than Pledged Capital Stock consisting of (A) equity of a Person organized other than pursuant to the laws of a state of the United States of America or (B) limited liability company interests or partnership interests which, pursuant to the relevant organizational or formation documents, cannot be fully paid and nonassessable), other than the Canadian Guarantor.

(d) Such Grantor is the record and beneficial owner of, and has good title to, the Investment Property pledged by it hereunder, free of any and all Liens, except Permitted Liens.

4.8. [ Reserved] .

4.9. [ Reserved] .

4.10. Intellectual Property . (a) Schedule 5 lists as of the most recent Applicable Date (i) all issued Patents and pending Patent applications with the United States Patent and Trademark Office, all registered Copyrights and pending Copyright applications with the United States Copyright Office, and all registered Trademarks and pending Trademark applications with the United States Patent and Trademark Office, in each case, owned by any Grantor (collectively, “ Registered Intellectual Property ”), and (ii) all registered United States Intellectual Property (and applications therefor) exclusively licensed to any Grantor and that is included in the Collateral, noting in each

case the relevant registration, application or serial number, and in the case of (ii), the title of the license, the counterparty to such license and the date of such license.

(b) Except as would not reasonably be expected to have a Material Adverse Effect:

(i) each Grantor owns or has the right to use all Intellectual Property that is material to its business as currently conducted or as proposed to be conducted, free of all Liens other than Permitted Liens, and takes reasonable actions to protect, preserve and maintain such Intellectual Property;

(ii) on the date hereof, all material Intellectual Property owned or exclusively licensed by such Grantor does not Infringe the intellectual property rights of any other Person, and to such Grantor’s knowledge, is not being Infringed by any other Person; and all material Registered Intellectual Property has not expired or been abandoned;

(iii) as of the date hereof, no holding, decision or judgment has been rendered against any Grantor by any Governmental Authority or arbitrator which would reasonably be expected to limit, cancel or challenge the validity, enforceability, ownership or use of such Grantor’s rights in any Intellectual Property in any respect, and such Grantor knows of no valid basis for same; and

(iv) no action or proceeding is pending, or, to the knowledge of such Grantor, threatened, in each case, on the date hereof seeking to limit, cancel or challenge the validity, enforceability, ownership or use of any Intellectual Property or such Grantor’s interest therein.

4.11. Commercial Tort Claims . As of the Closing Date, no Grantor has any Commercial Tort Claims individually or in the aggregate with a value in excess of $5,000,000.

SECTION 5 COVENANTS

Each Grantor covenants and agrees with the Secured Parties that, until the Discharge of Obligations:

5.1. [ Reserved] .

5.2. Delivery of Pledged Securities, Notes, Debt Securities and Certificated Securities . (a) If any of the Collateral consists of an Instrument, note or debt security with a principal amount of $5,000,000 or more, such Instrument, note or debt security (other than (i) those that are promptly deposited in an investment or securities account, (ii) checks received in the ordinary course of business and (iii) notes and debt securities issued in connection with the extension of trade credit by a Grantor in the ordinary course of business) shall be promptly delivered to the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement), duly assigned or endorsed (including by

the delivery of a note or similar power) in a manner reasonably satisfactory to the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement), to be held as Collateral pursuant to this Agreement.

(b) If any of the Collateral consisting of Capital Stock of a Subsidiary of a Grantor is or shall become evidenced or represented by any certificate, such certificate shall be promptly delivered to the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement), duly assigned or assigned or endorsed (including by the delivery of a stock or securities power) in a manner reasonably satisfactory to the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement), to be held as Collateral pursuant to this Agreement.

5.3. Maintenance of Insurance . (a) Such Grantor will maintain, with financially sound and reputable insurance (or self-insurance) companies, insurance on all its property as and to the extent required by Section 5.5(b) of the Credit Agreement; and furnish to the Administrative Agent, upon reasonable written request by the Administrative Agent, information in reasonable scope and detail as to the insurance carried.

(b) Within 30 days following the later of the relevant Applicable Date or the date of the relevant policy is obtained, the Administrative Agent and the Collateral Agent shall be named as additional insured on all general liability insurance policies (excluding, for the avoidance of doubt , directors and officers, worker’s compensation, health and benefit, and vehicle and similar liability policies) of such Grantor and the Administrative Agent and the Collateral Agent shall be named as loss payee on all property and casualty insurance policies of such Grantor with respect to Collateral. All such insurance shall (i) provide that the relevant insurer shall endeavor to provide the Administrative Agent and the Collateral Agent with at least 15 days prior notice of the cancellation of the relevant policy of insurance and (ii) if reasonably requested by the Administrative Agent or the Collateral Agent, include a breach of warranty clause.

5.4. [Reserved] .

5.5. Maintenance of Perfected Security Interest; Further Documentation . (a) Subject to the provisions of Section 5.10(d) of the Credit Agreement and Sections 3(b) and 8.17 hereof, such Grantor shall maintain the security interest created by this Agreement on the Collateral as a perfected security interest having at least the priority described in Section 4.3 until the Collateral is released from such security interest pursuant to the terms of Section 9.14 of the Credit Agreement or Section 8.15 hereof or by operation of law or by agreement of the requisite Lenders or all Lenders and shall defend such security interest against the claims and demands of all Persons whomsoever (subject to Permitted Liens).

(b) Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets of such Grantor to the extent required by the Credit Agreement.

(c) Subject to the provisions of Section 5.10(d) of the Credit Agreement and Sections 3(b) and 8.17 hereof, at any time and from time to time such Grantor will promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as are necessary and as the Administrative Agent or the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction within the United States with respect to the security interests created hereby.

5.6. Changes in Locations, Name, Jurisdiction of Incorporation, etc . Such Grantor shall provide 10 days’ prior written notice to the Collateral Agent and deliver to the Collateral Agent all additional financing statements and any other documents necessary to maintain the validity, perfection and priority of the security interests in the Collateral provided for herein, subject to the provisions of Section 5.10(d) of the Credit Agreement and Sections 3(b) and 8.17 hereof, of any (i) change to its jurisdiction of organization or, in the case of Grantors which are not registered organizations (within the meaning of the Uniform Commercial Code), the location of its chief executive office or the sole place of business from that referred to on Schedule 4 or (ii) change to its name or corporate structure (e.g. by merger, consolidation, type of organization or otherwise).

5.7. Notices . Such Grantor will advise the Administrative Agent for further delivery to the Lenders promptly, in reasonable detail, of the occurrence of any event which would reasonably be expected to have a material adverse effect on the aggregate value of the Collateral taken as a whole or on the security interests created hereby.

5.8. Investment Property . (a) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are not prohibited by the terms of the Credit Agreement; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Securities required to be delivered to the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) under this Agreement, whether resulting from a subdivision, combination or reclassification of the outstanding Capital Stock of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall, subject to the terms of Section 5.10(d) of the Credit Agreement and Sections 3(b) and 8.17 hereof, (i) be and become part of the Collateral, and (ii) if received by any

Grantor, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement)). So long as no Event of Default under Section 7.1(a) or 7.1(f) of the Credit Agreement has occurred and is continuing, the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) shall, on terms to be agreed, deliver to each Grantor any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities not prohibited by the Credit Agreement.

(b) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it that are included in the Collateral and will comply with such terms insofar as such terms are applicable to it, and (ii) the terms of Sections 6.3(d) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(d) and 6.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an Issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Collateral Agent and to the transfer of any Pledged Security to the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) or its nominee following the occurrence and during the continuation of an Event of Default and, if an Event of Default has occurred and is continuing, to the substitution of the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Security that are included in the Collateral. In addition, each Grantor which is either an Issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Collateral Agent and to the transfer of any Pledged Security to the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) or its nominee following the occurrence and during the continuation of an Event of Default and, if an Event of Default has occurred and is continuing, consents to the substitution of the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Security.

(c) No interest of any Grantor in any limited liability company or limited partnership included in the Collateral that constitutes Pledged Capital Stock shall be represented by a certificate unless (i) the limited liability company agreement or partnership agreement expressly provides that such interests shall be a “security” within the meaning of Article 8 of the UCC of the applicable jurisdiction, and (ii) such certificate shall be delivered to the Collateral Agent (or the Term Collateral Agent (under

and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) to the extent required by Section 5.2.

5.9. [ Reserved ].

5.10. Intellectual Property . (a) Except as otherwise determined by such Grantor in its reasonable business judgment, with respect to each material Trademark owned by such Grantor that is included in the Collateral, such Grantor (either itself or through licensees) will (i) continue to use such Trademark in order to maintain such Trademark in full force free from any claim of abandonment for non-use consistent with Section 5.10(h) below, (ii) maintain the quality of products and services offered under such Trademark, (iii) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the ratable benefit (without regard to control of remedies or application of payments) of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to this Agreement, and (iv) not (and not affirmatively permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark would reasonably be expected to become invalidated or impaired in any way, other than acts taken in the ordinary course of such Grantor’s business, consistent with commercially reasonable practice.

(b) Such Grantor will not (and will not affirmatively permit any licensee or sublicensee thereof to) do any act, or knowingly omit to do any act, whereby any material Patent owned by such Grantor would reasonably be expected to become forfeited, abandoned or dedicated to the public, except to the extent that such Grantor determines in its reasonable business judgment that the maintenance thereof is no longer necessary to the conduct of such Grantor’s business.

(c) Such Grantor will not (and will not affirmatively permit any licensees and sublicensees to) knowingly do any act or knowingly omit to do any act whereby any material Copyrights would reasonably be expected to become invalidated or otherwise dedicated to the public, except to the extent that such Grantor determines in its reasonable business judgment that such Copyright is no longer necessary to the conduct of such Grantor’s business. Such Grantor will not (and will not affirmatively permit any licensees and sublicensees thereof to) knowingly do any act whereby any material Copyrights could reasonably be expected to fall into the public domain, except to the extent that such Grantor determines in its reasonable business judgment that the maintenance thereof is no longer necessary to the conduct of such Grantor’s business.

(d) Except as set forth on Schedule 5 hereto or except as would not be reasonably expected to have a Material Adverse Effect, such Grantor will not (and will not affirmatively permit any licensees and sublicensees thereof to) knowingly use any Intellectual Property to Infringe the intellectual property rights of any other Person .

(including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or the United States Copyright Office) regarding such Grantor’s ownership of, or the validity of, any such Intellectual Property or such Grantor’s right to register the same or to own and maintain the same, in each case, except if the loss of such Intellectual Property would not reasonably be expected to have a Material Adverse Effect .

(g) [ Reserved ].

(g) Such Grantor will take all reasonable and necessary steps if and to the extent such Grantor shall deem appropriate in its reasonable business judgment under the circumstances, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, to maintain and pursue each application for registration (and to obtain the relevant registration), and to maintain each registration, of material Intellectual Property included in the Collateral owned by such Grantor (which may include, without limitation, the payment of required fees and taxes, the filing of applications for renewal or extension, affidavits of use and incontestability, and the participation in interference, reexamination, opposition, and cancellation proceedings).

(h) Except as such Grantor determines in its reasonable business judgment, such Grantor (either itself or through licensees) will not, without the prior written consent of the Collateral Agent, discontinue use of or otherwise abandon any material Intellectual Property owned by such Grantor .

(i) In the event that any material Intellectual Property is Infringed by a third party, such Grantor shall take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property .

(j) Other than with respect to After-Acquired Intellectual Property Collateral (which shall be subject to Section 5.10(k)), on the Applicable Date, such Grantor agrees to execute an Intellectual Property Security Agreement with respect to its Registered Intellectual Property, in each case, to the extent included in the Collateral, in substantially the form of Exhibit B-1 in order to record the security interest granted herein to the Collateral Agent for the ratable benefit (without regard to control of remedies or application of payments) of the Secured Parties with the United States Patent and Trademark Office or the United States Copyright Office, as applicable .

with respect to any Registered Intellectual Property included in the After-Acquired Intellectual Property Collateral in substantially the form of Exhibit B-2 in order to record the security interest granted herein to the Collateral Agent for the ratable benefit (without regard to control of remedies or application of payments) of the Secured Parties with the United States Patent and Trademark Office or the United States Copyright Office, as applicable .

5.11. Commercial Tort Claims . If such Grantor shall obtain an interest in any Commercial Tort Claim with a reasonably expected aggregate value of damages in excess of $5,000,000 (as reasonably determined by such Grantor) and for which a complaint in a court proceeding has been filed by such Grantor, such Grantor shall within 30 days of initiating such proceeding sign and deliver documentation reasonably acceptable to the Collateral Agent granting a security interest under the terms and provisions of this Agreement in and to such Commercial Tort claim and the proceeds thereof.

SECTION 6 REMEDIAL PROVISIONS

6.1. Certain Matters Relating to Receivables . (a) If an Event of Default has occurred and is continuing, the Collateral Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications.

(b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables; provided , however , that the Collateral Agent may, subject to the Intercreditor Agreements, curtail or terminate said authority at any time upon written notice to the applicable Grantor after the occurrence and during the continuance of an Event of Default. Subject to the Intercreditor Agreements, if required by the Collateral Agent in a written notice to such Grantor at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the control (within the meaning of Section 9-104 of the UCC) of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Secured Parties, segregated from other funds of such Grantor. After the occurrence and during the continuance of an Event of Default, if reasonably requested in writing by the Collateral Agent, each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

6.2. Communications with Obligors; Grantors Remain Liable . (a) The Collateral Agent in its own name or in the name of others may at any time when an Event of Default has occurred and is continuing communicate with obligors under the Receivables to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Receivables.

(b) The Collateral Agent may at any time after an Event of Default has occurred and is continuing require any Grantor to notify the Account Debtor or counterparty on any Receivable of the security interest of the Collateral Agent therein. In addition, after the occurrence and during the continuance of an Event of Default, the Collateral Agent may require any Grantor to notify the Account Debtor or counterparty to make all payments under the Receivables directly to the Collateral Agent.

(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled to at any time or times.

6.3. Pledged Securities . (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given written notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all dividends, interest, principal or other payments or distributions paid or made in respect of the Pledged Securities, to the extent not prohibited by the Credit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided , however , that no vote shall be cast or corporate or other ownership right exercised or other action taken which would reasonably be expected to impair in any material respect the value of the assets included in the Collateral or which would violate any provision of this Agreement or any other Loan Document.

(b) If an Event of Default shall occur and be continuing and the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) shall have given written notice to the ABL Administrative Borrower of the Collateral Agent’s (or the Term Collateral Agent’s (under and as defined in the ABL Intercreditor Agreement)

pursuant to the ABL Intercreditor Agreement) intent to execute its rights pursuant to this Section 6.3(b): (i) the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) shall have the right to receive any and all dividends, interest, principal or other payments or distributions paid in respect to the Pledged Securities included in the Collateral and make application thereof to the Obligations in accordance with Section 6.5 hereof, (ii) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights and (iii) the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property included in the Collateral to its name or the name of its nominee or agent or the name of the applicable Grantor, endorsed or assigned in blank in favor of the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement), and each Grantor will promptly following request give to the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) copies of any notices or other communications received by it with respect to Pledged Securities included in the Collateral registered in the name of such Grantor. In addition, if an Event of Default has occurred and is continuing, the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) all proxies, dividend payment orders and other instruments as the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) may from time to time reasonably request and each Grantor acknowledges that the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) may utilize the power of attorney set forth herein. All dividends, interest, principal or other payments or distributions received by any Grantor contrary to the provisions of this Section 6.3(b) shall be held in trust for the benefit of the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor

Agreement) pursuant to the ABL Intercreditor Agreement), shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement)).

(c) Any notice given by the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) to the ABL Administrative Borrower or any other Grantor under this Section 6.3 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a) or (b) of this Section 6.3 in part without suspending all such rights (as specified by the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s (or the Term Collateral Agent’s (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

(d) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, if the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) notifies such Issuer in writing that an Event of Default has occurred and is continuing, pay any dividends or other payments with respect to the Pledged Securities directly to the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement).

6.4. Proceeds to be Turned Over to Collateral Agent . Subject to the Intercreditor Agreements, in addition to the rights of the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, at the written request of the Collateral Agent, all Proceeds of Collateral received by any Grantor consisting of cash, Cash Equivalents and checks shall be held by such Grantor in trust for the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Collateral Agent, if reasonably required). All such Proceeds of Collateral received by the Collateral Agent under this Section 6.4 shall be held by the Collateral

Agent in a Collateral Account maintained under its control (as defined in Section 9-104 of the UCC). All such Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 6.5

6.5. Application of Proceeds . Subject to the Intercreditor Agreements, if an Event of Default shall have occurred and be continuing, at any time at the Collateral Agent’s election, the Collateral Agent may, notwithstanding the provisions of Section 2.15 of the Credit Agreement, apply all or any part of the net Proceeds (after deducting fees and expenses as provided in Section 6.6) constituting Collateral realized through the exercise by the Collateral Agent of its remedies hereunder, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the order provided for in Section 2.21(b) of the Credit Agreement.

6.6. Code and Other Remedies . (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or its rights under any other applicable law or in equity. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses (other than the defense of payment or performance of the Discharge of Obligations), advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Grantor of any cash collateral arising in respect of the Collateral on such terms as the Collateral Agent deems reasonable, take or retake control or possession of the Collateral and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, it being understood that a Secured Party will be subject to the commercially reasonable requirements under the UCC with respect to any disposition of Collateral. Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. To the fullest extent permitted by applicable law, each purchaser at any such sale shall hold the property sold to it absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent

notice of sale shall be required by law, at least ten (10) days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable law, this procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any Secured Party arising out of the exercise by them of any of their rights hereunder. Each Grantor further agrees, at the Collateral Agent’s request, if an Event of Default has occurred and is continuing, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere.

(b) Subject to the Intercreditor Agreements, the Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of the Collateral Agent of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations in accordance with Section 6.5 hereof and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a) of the New York UCC, need the Collateral Agent account for the surplus, if any, to any Grantor. If the Collateral Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Collateral Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise by them of any rights hereunder.

6.7. Registration Rights . (a) [Reserved]

be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Capital Stock or the Pledged Debt Securities included in the Collateral for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

(c) Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Capital Stock or the Pledged Debt Securities included in the Collateral pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable Requirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Secured Parties, that the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that (to the maximum extent permitted by applicable law) each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert (to the maximum extent permitted by applicable law) any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Credit Agreement or a defense of payment or performance or the Discharge of Obligations.

6.8. Waiver; Deficiency . Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by any Secured Party to collect such deficiency.

SECTION 7 THE COLLATERAL AGENT

7.1. Collateral Agent’s Appointment as Attorney-in-Fact, etc . (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable;

(ii) in the case of any Intellectual Property included in the Collateral, (1) execute and deliver, and record or have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; and (2) take all necessary steps to maintain and pursue each application for and maintain and enforce each registration of Intellectual Property included in the Collateral owned by such Grantor;

(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

(iv) execute, in connection with the exercise of any right or remedy provided for in Section 6.6 or 6.7, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

(v) (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate; (7) license or assign any Intellectual Property (along with the goodwill of the business to which any such Intellectual Property pertains) included in the Collateral, throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to, or consent to any use of cash collateral arising in respect of, or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the

Collateral and the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 7.1(a) to the contrary notwithstanding, the Collateral Agent agrees that, except as expressly provided in Section 7.1(b), it will not exercise any rights provided for in this Section 7.1(a) unless an Event of Default shall have occurred and be continuing.

(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement; provided , however , that unless an Event of Default has occurred and is continuing or time is of the essence, the Collateral Agent shall not exercise this power without first making demand on the Grantor and the Grantor failing to comply therewith within a reasonable period of time.

(c) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Revolving Credit Loans that are ABR Loans under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent in accordance with Section 9.3 of the Credit Agreement.

(d) Each Secured Party, by its authorization of the Collateral Agent’s entering into this Agreement, consents to the exercise by the Collateral Agent of any power, right or remedy provided for herein. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

(e) No provision of this Agreement, or any of the other Loan Documents shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Agreement, any of the other Loan Documents or the exercise of any of its rights or powers. If it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of moneys necessary to perform work or to take the action requested is not reasonably assured to it, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including an advance of moneys necessary to take the action requested.

(f) The Collateral Agent shall be under no obligation or duty to take any action under this Agreement, any of the other Loan Documents or otherwise if taking such action (i) would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified.

(g) Notwithstanding anything else to the contrary herein, whenever reference is made in this Agreement to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction, reasonable satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received such written instruction, advice or concurrence of the Administrative Agent, as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

7.2. Duty of Collateral Agent . The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account (which shall in no event be less than commercially reasonable custody, safekeeping and physical preservation) and the Collateral Agent will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any agent selected by the Collateral Agent in good faith. Neither the Collateral Agent nor any other Secured Party nor any of their respective officers, directors, partners, employees, agents, attorneys and other advisors, attorneys-in-fact or affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent will have no additional duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral. The powers conferred on the Secured Parties hereunder are solely to protect the Secured Parties’ interests in the Collateral and shall not impose any duty upon any Secured Party to exercise any such powers. The Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, partners, employees, agents, attorneys and other advisors, attorneys-in-fact or affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted directly from their own gross negligence or willful misconduct.

7.3. Financing Statements; Intellectual Property Filings . (a) Pursuant to Section 9-509(b) of the New York UCC and any other applicable law, each Grantor

hereby authorizes the Collateral Agent to file or record financing or continuation statements, and amendments thereto (including amendments assigning filings in favor of the Administrative Agent from the Administrative Agent to the Collateral Agent), and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect or maintain the perfection of the security interests of the Collateral Agent under this Agreement, subject to the terms of Section 5.10(d) of the Credit Agreement and Section 3(b) hereof. Each Grantor agrees that such financing statements may describe the collateral in the same manner as described in the Security Documents or as “all assets” or “all personal property” of the undersigned, whether now owned or hereafter existing or acquired by the undersigned or such other description as the Collateral Agent reasonably determines is necessary or advisable.

(b) The Collateral Agent is authorized to file with the United States Patent and Trademark Office or the United States Copyright Office (or any successor office) such documents (including documents assigning filings in favor of the Administrative Agent from the Administrative Agent to the Collateral Agent) as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in each item of Intellectual Property of each Grantor included in the Collateral that is subject to registration or an application to register in the United States Patent and Trademark Office or United States Copyright Office, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party, and the Collateral Agent shall provide written notice to the Grantor prior to filing any such documents.

7.4. Authority of Administrative Agent and Collateral Agent . Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent and the Collateral Agent under this Agreement with respect to any action taken by the Administrative Agent or the Collateral Agent, as applicable, or the exercise or non-exercise by the Administrative Agent or the Collateral Agent, as applicable, of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent, the Collateral Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent, the Collateral Agent and the Grantors, the Administrative Agent and the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

Property included in the Collateral. The use of the license granted to the Collateral Agent may be exercised, at the option of the Collateral Agent, only after an Event of Default has occurred and is continuing; provided that, any license, sublicense or other transaction entered into by the Collateral Agent in accordance with the foregoing clause shall be binding upon each Grantor notwithstanding any subsequent cure of the relevant Event of Default; provided, further , that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected Intellectual Property, including, without limitation, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to any such Intellectual Property above and beyond (a) the rights to such Intellectual Property that any Grantor has reserved for itself and (b) in the case of Intellectual Property that is licensed to any Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder).

In the event the license set forth in this Section 7.5 is exercised with regard to any Trademarks, then the following shall apply: (a) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the applicable Grantor; (b) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by the applicable Grantor immediately prior to the exercise of the license rights set forth herein; and (c) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the applicable Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation, the actions and conduct described in Section 5.10 above.

7.6. Resignation; Successor Collateral Agent . Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign by giving 30 days’ written notice thereof to the Loan Parties and the Administrative Agent. Upon receipt of such notice, the Borrower shall appoint a successor Collateral Agent. Upon acceptance by a successor Collateral Agent of an appointment to serve as Collateral Agent hereunder and under the other Loan Documents, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, duties and obligations of the retiring Collateral Agent without further act but the retiring Collateral Agent shall continue to have the benefits of the compensation, reimbursement and indemnification set forth in this Agreement and the other Loan Documents. Notwithstanding any Collateral Agent’s resignation, the provisions of this Agreement shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Collateral Agent. Any successor to the Collateral Agent by merger or acquisition of stock or acquisition of all or substantially all of the corporate trust business shall continue to be Collateral Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided

above. A retiring or removed Collateral Agent shall have no liability or responsibility for the action or inaction of any successor Collateral Agent.

SECTION 8 MISCELLANEOUS

8.1. Amendments in Writing . None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 9.2 of the Credit Agreement or pursuant to an Assumption Agreement in substantially the form of Annex 1 hereto.

8.2. Notices . All notices, requests and demands to or upon the Administrative Agent, the Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in Section 9.1 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1 .

8.3. No Waiver by Course of Conduct; Cumulative Remedies . No Secured Party shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which such Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

8.4. Enforcement Expenses; Indemnification . (a) Each Guarantor agrees to pay or reimburse each Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel to each Secured Party and of counsel to the Administrative Agent and the Collateral Agent, in each case, to the extent the ABL Administrative Borrower would be required to do so pursuant to Section 9.3 of the Credit Agreement.

(b) Each Guarantor agrees to pay, and to save each Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement, in each case, to the extent the ABL Administrative Borrower would be required to do so pursuant to Section 9.3 of the Credit Agreement.

(c) Each Guarantor agrees to pay, and to save the Lenders and the Agents harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, in each case, to the extent the ABL Administrative Borrower would be required to do so pursuant to Section 9.3 of the Credit Agreement.

(d) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

(e) Each Grantor agrees that the provisions of Section 9.3(c) of the Credit Agreement are incorporated herein by reference, mutatis mutandis , as if each reference therein to the Parent were a reference to such Grantor.

8.5. Successors and Assigns . This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Secured Parties and their successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent and the Collateral Agent.

8.6. Set-Off . Each Grantor hereby irrevocably authorizes each Lender at any time and from time to time with the prior written consent of the Administrative Agent (which consent shall not be required in connection with customary set-offs in connection with Cash Management Obligations and Specified Hedge Agreements), while an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Grantor, to the furthest extent permitted by law, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) (excluding payroll, tax withholding and trust account maintained in the ordinary course of business) in any currency, and any other credits, indebtedness claim and any other obligation, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender to or for the credit or the account of such Grantor, or any part thereof in such amounts as such Lender may elect, against and on account of the obligations and liabilities of such Grantor to such Lender hereunder and claims of every nature and description of such Lender against such Grantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as such Lender may elect, whether or not any Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. Each Lender shall notify such Grantor promptly of any such set-off and the application made by such Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

8.7. Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by

telecopy and other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

8.8. Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.9. Section Headings . The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

8.10. Integration . This Agreement and the other Loan Documents represent the agreement of the Grantors, the Administrative Agent, the Collateral Agent and the other Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by any Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.

8.11. GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

8.12. Submission to Jurisdiction; Waivers . (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Notwithstanding the foregoing, any Agent or Lender may bring an action or proceeding in a jurisdiction where Collateral is located or deemed located.

(b) Each Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.2. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

8.13. Acknowledgments . Each Grantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b) no Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Grantors and the Secured Parties.

8.14. Additional Grantors . Each Subsidiary of the ABL Administrative Borrower that is required to become a party to this Agreement pursuant to Section 5.10 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in substantially the form of Annex 1 hereto.

8.15. Releases . (a) Upon the Discharge of Obligations, this Agreement and the security interests granted hereby shall automatically terminate and be released, without the requirement for any further action by any Person, and the Administrative Agent and Collateral Agent shall promptly (and the Secured Parties hereby authorize the Administrative Agent and Collateral Agent to) take such action and execute any such documents as may be reasonably requested by any Grantor and at such Grantor’s expense to further document and evidence such termination and release, and the Guarantee Obligations of the Guarantors hereunder shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent and Collateral Agent shall promptly (and the Secured Parties hereby authorize the Administrative Agent and Collateral Agent to) take such action and execute any such documents as may be reasonably requested by any Guarantor and at such Guarantor’s expense to further document and evidence such termination and release of the Guarantee Obligations of the Guarantors hereunder.

released, without the requirement for any further action by any Person and the Collateral Agent shall promptly (and the Secured Parties hereby authorize the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by any Grantor and at such Grantor’s expense to further document and evidence such termination and release of security interests hereunder in respect of such Capital Stock or assets, and, in the case of a transaction permitted under the Credit Agreement the result of which is that a Guarantor would cease to be a Restricted Subsidiary or would become an Excluded Subsidiary, the Guarantee Obligations created hereunder in respect of such Guarantor (and all security interests granted by such Guarantor hereunder) shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent and the Collateral Agent shall promptly (and the Secured Parties hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by such Guarantor and at such Guarantor’s expense to further document and evidence such termination and release of such security interests and such Guarantor’s Guarantee Obligations hereunder. Any representation, warranty or covenant contained in this Agreement relating to any such Capital Stock, asset or subsidiary of any Grantor shall no longer be deemed to be made with respect thereto once such Capital Stock or asset or Subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of.

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

OBLIGOR ON ANY RECEIVABLES SHALL BE DEEMED SATISFIED BY THE DELIVERY, TRANSFER, CONTROL, NOTATION OR PROVISION IN FAVOR OF, OR INSTRUCTION AT THE DIRECTION OF, THE APPLICABLE COLLATERAL AGENT (AS DEFINED IN ANY PARI PASSU FILO INTERCREDITOR AGREEMENT) OR THE APPLICABLE SENIOR COLLATERAL AGENT (AS DEFINED IN THE ABL INTERCREDITOR AGREEMENT), AS APPLICABLE. IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS AND THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS SHALL GOVERN AND CONTROL.

8.18. Collateral Agent Provisions . All of the rights, protections, immunities and indemnities granted to the Collateral Agent in the Credit Agreement shall apply as if set forth herein.

( signature pages follow )

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as the date first above written.

GNC CORPORATION, as Parent

By: /s/ Amy N. Davis

Name: Amy N. Davis

Title: Treasurer

GENERAL NUTRITION CENTERS, INC., as Borrower

By: /s/ Amy N. Davis

Name: Amy N. Davis

Title: Treasurer

GENERAL NUTRITION INVESTMENT COMPANY

GENERAL NUTRITION CORPORATION

GNC CANADA HOLDINGS, INC.

NUTRA MANUFACTURING, INC.

GNC GOVERNMENT SERVICES, LLC

GNC FUNDING, INC., as a Grantor

By: /s/ Amy N. Davis

Name: Amy N. Davis

Title: Treasurer

LUCKY OLDCO CORPORATION, as a Grantor

By: /s/ Tricia Tolivar

Name: Tricia Tolivar

Title: Executive Vice President and Chief Financial Officer

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

By: /s/ James A. Knight

Name: James A. Knight

Title: Credit Risk Director

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT

made by

GNC CORPORATION

GENERAL NUTRITION CENTERS, INC.

and certain of its Subsidiaries

in favor of

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

and

GLAS TRUST COMPANY LLC,

as Collateral Agent

Dated as of February 28, 2018

TABLE OF CONTENTS

___________________________________________________

PAGE



SECTION 1	Defined Terms	2

1.1.	Definitions	2
1.2.	Other Definitional Provisions	6

SECTION 2	Guarantee	7

2.1.	Guarantee	7
2.2.	Rights of Reimbursement, Contribution and Subrogation	7
2.3.	Amendments, etc. with respect to the Borrower Obligations	8
2.4.	Guarantee Absolute and Unconditional	9
2.5.	Reinstatement	10
2.6.	Payments	10

SECTION 3	Grant Of Security Interest	10

SECTION 4	Representations And Warranties	13

4.1.	[Reserved].	13
4.2.	Title; No Other Liens	13
4.3.	Perfected Liens	13
4.4.	Name; Jurisdiction of Organization, etc.	14
4.5.	[Reserved].	14
4.6.	Farm Products	14
4.7.	Investment Property	14
4.8.	[Reserved].	14
4.9.	[Reserved].	15
4.10.	Intellectual Property	15
4.11.	Commercial Tort Claims	15

SECTION 5	Covenants	16

5.1.	[Reserved].	15
5.2.	Delivery of Pledged Securities, Notes, Debt Securities and Certificated Securities	16
5.3.	Maintenance of Insurance	16
5.4.	[Reserved].	16
5.5.	Maintenance of Perfected Security Interest; Further Documentation	16
5.6.	Changes in Locations, Name, Jurisdiction of Incorporation, etc.	17
5.7.	Notices.	17
5.8.	Investment Property	17
5.9.	[Reserved].	18
5.10.	Intellectual Property	18



5.11.	Commercial Tort Claims	21

SECTION 6	Remedial Provisions	21

6.1.	Certain Matters Relating to Receivables	21
6.2.	Communications with Obligors; Grantors Remain Liable	22
6.3.	Pledged Securities	22
6.4.	Proceeds to be Turned Over to Collateral Agent	24
6.5.	Application of Proceeds	24
6.6.	Code and Other Remedies	25
6.7.	Registration Rights	26
6.8.	Waiver; Deficiency	27

SECTION 7	THE COLLATERAL AGENT	27

7.1.	Collateral Agent’s Appointment as Attorney-in-Fact, etc.	27
7.2.	Duty of Collateral Agent	30
7.3.	Financing Statements; Intellectual Property Filings	31
7.4.	Authority of Administrative Agent and Collateral Agent	31
7.5.	Grant of Intellectual Property License	31
7.6.	Resignation; Successor Collateral Agent	32

SECTION 8	MISCELLANEOUS	33

8.1.	Amendments in Writing	33
8.2.	Notices	33
8.3.	No Waiver by Course of Conduct; Cumulative Remedies	33
8.4.	Enforcement Expenses; Indemnification	33
8.5.	Successors and Assigns	34
8.6.	Set-Off	34
8.7.	Counterparts	35
8.8.	Severability	35
8.9.	Section Headings	35
8.10.	Integration	35
8.11.	GOVERNING LAW	35
8.12.	Submission to Jurisdiction; Waivers	35
8.13.	Acknowledgments	36
8.14.	Additional Grantors	36
8.15.	Releases	36
8.16.	WAIVER OF JURY TRIAL	37
8.17.	Intercreditor Matters	37
8.18.	Amendment and Restatement	38
8.19.	Collateral Agent Provisions	38

SCHEDULES

Schedule 1 Notice Addresses of Guarantors

Schedule 2 Description of Pledged Investment Property

Schedule 3 Filings and Other Actions Required to Perfect Security Interests


Schedule 4	Exact Legal Name, Location of Jurisdiction of Organization and Chief Executive Office


Schedule 5	Intellectual Property

EXHIBITS


Exhibit A	Reserved


Exhibit B-1	Form of Intellectual Property Security Agreement


Exhibit B-2	Form of After-Acquired Intellectual Property Security Agreement


Exhibit C	Intercompany Subordinated Demand Promissory Note


Annex I	Assumption Agreement

iii

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 28, 2018, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “ Grantors ”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (together with its successor in such capacity, the “ Administrative Agent ”) and GLAS TRUST COMPANY LLC, as Collateral Agent (together with its successors in such capacity, the “ Collateral Agent ”) for (i) the Lenders (as defined below) from time to time parties to the Amended and Restated Term Loan Credit Agreement, dated as of February 28, 2018 (as amended, restated, amended and restated, supplemented, or otherwise modified or replaced from time to time, the “ Credit Agreement ”), among GNC CORPORATION, a Delaware corporation (“ Parent ”), GENERAL NUTRITION CENTERS, INC., a Delaware corporation (the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties thereto as lenders (the “ Lenders ”), the Administrative Agent and the Collateral Agent, and (ii) the other Secured Parties (as hereinafter defined).

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make or continue extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS, the Borrower is a member of an affiliated group of companies that includes each other Grantor;

WHEREAS, the proceeds of the extensions of credit under the Credit Agreement have been and will be used in part to enable the Borrower to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses;

WHEREAS, Qualified Counterparties have and may from time to time enter into Specified Hedge Agreements with and provide Cash Management Services to the Borrower;

WHEREAS, the Borrower and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making or continuation of the extensions of credit under the Credit Agreement and from such Specified Hedge Agreements and Cash Management Services;

WHEREAS, it is a condition precedent to the obligation of the Lenders to make or continue their respective extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent and the Collateral Agent for the ratable benefit (without regard to control of remedies or application of payments) of the Secured Parties; and

NOW, THEREFORE, in consideration of the above premises the parties hereto hereby agree as follows:

Section 1 DEFINED TERMS

(b) The following terms shall have the following meanings:

“ After-Acquired Intellectual Property Collateral ”: as defined in Section 5.10(k).

“ Agreement ”: this Amended and Restated Guarantee and Collateral Agreement, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.

“ Applicable Date ”: means with respect to any Grantor, (i) the date of this Agreement if such Grantor is a party hereto on the Amendment Effective Date, (ii) the date on which an Assumption Agreement is executed and delivered by such Grantor if such Grantor is not a party hereto on the Amendment Effective Date, and (iii) the date on which such Grantor is required to provide updates to the Schedules to this Agreement with respect to such Grantor pursuant to Section 5.10 of the Credit Agreement.

“ Borrower Obligations ”: the Obligations (as defined in the Credit Agreement).

“ Collateral ”: as defined in Section 3.

“ Collateral Account ”: any collateral deposit account established by the Collateral Agent to hold cash pending application to the Obligations.

“ Discharge of Obligations ”: as defined in Section 2.1(d).

“ Excluded Capital Stock ”: any Capital Stock that constitutes “Excluded Assets” (as defined in the Credit Agreement).

“ Governmental Authority ”: a federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

“ Guarantors ”: the collective reference to each Grantor other than the Borrower; provided that the Borrower shall be deemed to be a Guarantor hereunder

solely with respect to Specified Hedge Agreements and Cash Management Obligations between Qualified Counterparties and Grantors other than the Borrower.

“ Infringement ”: infringement, misappropriation, dilution or other impairment or violation.

“ Issuers ”: the collective reference to each issuer of a Pledged Security that is pledged by a Grantor hereunder.

“ New York UCC ”: the Uniform Commercial Code as from time to time in effect in the State of New York.

“ Obligations ”: (i) in the case of the Borrower, the Borrower Obligations, and (ii) in the case of each Guarantor, its Guarantor Obligations.

“ Pledged Securities ”: the collective reference to the Pledged Debt Securities, the Pledged Notes and the Pledged Capital Stock.

“ Pledged ULC Shares ”: Pledged Capital Stock which are shares in the capital stock of a ULC.

“ Securities Act ”: the Securities Act of 1933, as amended.

“ Trade Secret License ”: any written agreement naming any Grantor as licensor or licensee, providing for the granting by or to any Grantor of any right in or to any Trade Secret.

(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

Hedge Agreements or Cash Management Obligations and (ii) contingent reimbursement and indemnification obligations, in each case, that are not then due and payable).

SECTION 2 GUARANTEE

2.1. Guarantee . (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent and the Collateral Agent, for the benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower (and, in the case of the Borrower, the other Guarantors) when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.

(e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by any Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Discharge of Obligations.

terms and conditions of Section 2.2(b). The provisions of this Section 2.2 shall in no respect limit the obligation and liabilities of any Subsidiary Guarantor to the Administrative Agent, the Collateral Agent and the Lenders and each Subsidiary Guarantor shall remain liable to the Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

(b) Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent, the Collateral Agent or any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent, the Collateral Agent or any Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent, the Collateral Agent or any Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until the Discharge of Obligations. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Discharge of Obligations, such amount shall be held by such Guarantor in trust for the Administrative Agent, the Collateral Agent and the Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, accordance with Section 6.5 hereof.

2.3. Amendments, etc. with respect to the Borrower Obligations . Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by any Secured Party may be rescinded by such Secured Party and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, in accordance with the terms of the

Loan Documents be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Secured Party, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the terms thereof as the Administrative Agent (or the requisite Lenders under the Credit Agreement or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by any Secured Party for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released. No Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

2.4. Guarantee Absolute and Unconditional . Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or the Discharge of Obligations or the release of any Guarantor pursuant to Section 8.15 hereof) which may at any time be available to or be asserted by the Borrower or any other Person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance other than the release of such Guarantor from this Agreement by the Administrative Agent and the Collateral Agent pursuant to and to the extent set forth in Section 8.15 hereof or Section 9.14 of the Credit Agreement. To the fullest extent permitted by applicable law, when making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue

such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any other Guarantor or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

2.5. Reinstatement . The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

SECTION 3 GRANT OF SECURITY INTEREST

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all Deposit Accounts;

(iv) all Documents;

(v) all Equipment;

(vi) all General Intangibles;

(vii) all Instruments;

(ix) all Inventory;

(x) all Investment Property;

(xi) all Letter of Credit Rights;

(xii) all Money;

(xiii) all Vehicles;

(xiv) all Goods not otherwise described above;

(xv) any Collateral Account;

(b) Notwithstanding anything to the contrary in the Loan Documents, none of the Grantors shall be required (i) to perfect the security interests granted by this Agreement by any means other than by (A) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or equivalent filing office) of the relevant State(s), (B) filings in United States government offices with respect to Intellectual Property and (C)‎ delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments, notes and debt securities and certificated Capital Stock to the extent required by Section ‎5.2, (ii) to enter into any deposit account control agreement, securities account control agreement, commodity account control agreement or any other control agreement with respect to any deposit account, securities account or commodity account (other than as set forth pursuant to the terms of the ABL Credit Agreement), (iii) to take any action (other than as provided in the Canadian Guarantee and Collateral Agreement) under non-U.S. law or with respect to any assets located

outside of the United States, (iv) to perfect in any letter-of credit rights or any motor vehicles or other assets subject to a certificate of title (except filings listed in ‎Section 3(b)(i)(A) above) (to the extent such perfection can be achieved through such filings) or (v) to deliver any landlord lien waivers, estoppels bailee waivers, collateral access agreements or similar agreements.

(d) Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, as regards each applicable Grantor who is a registered and beneficial owner of Pledged ULC Shares, such Grantor owns and will remain so until such time as such Pledged ULC Shares are fully and effectively transferred into the name of the Collateral Agent or any other person on the books and records of such ULC. Nothing in this Agreement or any other Loan Document is intended to or shall constitute the Collateral Agent or any person other than a Grantor to be a member or shareholder of any ULC until such time as written notice is given to the applicable Grantor and all further steps are taken so as to register the Collateral Agent or other person as holder of the Pledged ULC Shares. The granting of the pledge and security interest pursuant to Section 3(a) or in any other Loan Document does not make the Collateral Agent a successor to any Grantor as a member or shareholder of any ULC, and neither the Collateral Agent nor any of its respective successors or assigns hereunder shall be deemed to become a member or shareholder of any ULC by accepting this Agreement or any other Loan Document or exercising any right granted herein unless and until such time, if any, when the Collateral Agent or any successor or assign expressly becomes a registered member or shareholder of any ULC. Each applicable Grantor shall be entitled to receive and retain for its own account any dividends or other distributions if any, in respect of the Collateral, and shall have the right to vote such Pledged ULC Shares and to control the direction, management and policies of the ULC issuing such Pledged ULC Shares to the same extent as such Grantor would if such Pledged ULC Shares were not pledged to the Collateral Agent or to any other person pursuant hereto. To the extent any provision herein or in any other Loan Document would have the effect of constituting the Collateral Agent to be a member or shareholder of any ULC prior to such time, such provision shall be severed herefrom and therefrom and ineffective with respect to the relevant Pledged ULC Shares without otherwise invalidating or rendering

unenforceable this Agreement or any other Loan Document or invalidating or rendering unenforceable such provision insofar as it relates to Collateral other than Pledged ULC Shares. Notwithstanding anything herein or in any other Loan Document to the contrary (except to the extent, if any, that the Collateral Agent or any of its successors or assigns hereafter expressly becomes a registered member or shareholder of any ULC), neither the Collateral Agent nor any of its respective successors or assigns shall be deemed to have assumed or otherwise become liable for any debts or obligations of any ULC. Except upon the exercise by the Collateral Agent or other persons of rights to sell or otherwise dispose of Pledged ULC Shares or other remedies following the occurrence and during the continuance of an Event of Default, each applicable Grantor shall not cause or permit, or enable any ULC in which it holds Pledged ULC Shares to cause or permit, the Collateral Agent to: (a) be registered as a member or shareholder of such ULC; (b) have any notation entered in its favor in the share register of such ULC; (c) be held out as member or shareholder of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the Collateral Agent or other person holding a security interest in the Pledged ULC Shares; or (e) act as a member or shareholder of such ULC, or exercise any rights of a member or shareholder of such ULC, including the right to attend a meeting of such ULC or vote the shares of such ULC.

SECTION 4 REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent, the Collateral Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make or continue to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby represents and warrants to the Secured Parties that:

4.1. [Reserved] .

Schedule, have been delivered to the Collateral Agent in duly completed and duly executed form, as applicable, and may be filed by the Collateral Agent at any time after the effectiveness of the Credit Agreement) and payment of all filing fees, will be perfected and are prior to all other Liens on the Collateral except for Permitted Liens, with the priority set forth in the Intercreditor Agreements.

4.5. [ Reserved ].

4.6. Farm Products . None of the Collateral constitutes, or is the Proceeds of, Farm Products.

(d) Such Grantor is the record and beneficial owner of, and has good title to, the Investment Property pledged by it hereunder, free of any and all Liens, except Permitted Liens.

4.8. [ Reserved] .

4.9. [ Reserved] .

(b) Except as would not reasonably be expected to have a Material Adverse Effect:

4.11. Commercial Tort Claims . As of the Amendment Effective Date, no Grantor has any Commercial Tort Claims individually or in the aggregate with a value in excess of $5,000,000.

SECTION 5 COVENANTS

Each Grantor covenants and agrees with the Secured Parties that, until the Discharge of Obligations:

5.1. [ Reserved] .

5.2. Delivery of Pledged Securities, Notes, Debt Securities and Certificated Securities . (a) If any of the Collateral consists of an Instrument, note or debt security with a principal amount of $5,000,000 or more, such Instrument, note or debt security (other than (i) those that are promptly deposited in an investment or securities account, (ii) checks received in the ordinary course of business and (iii) notes and debt securities issued in connection with the extension of trade credit by a Grantor in the ordinary course of business) shall be promptly delivered to the Collateral Agent, duly assigned or endorsed (including by the delivery of a note or similar power) in a manner reasonably satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement.

(b) If any of the Collateral consisting of Capital Stock of a Subsidiary of a Grantor is or shall become evidenced or represented by any certificate, such certificate shall be promptly delivered to the Collateral Agent, duly assigned or assigned or endorsed (including by the delivery of a stock or securities power) in a manner reasonably satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement.

5.4. [Reserved] .

shall defend such security interest against the claims and demands of all Persons whomsoever (subject to Permitted Liens).

5.8. Investment Property . (a) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are not prohibited by the terms of the Credit Agreement; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Securities required to be delivered to the Collateral Agent under this Agreement, whether resulting from a subdivision, combination or reclassification of the outstanding Capital Stock of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall, subject to the terms of Section

5.10(d) of the Credit Agreement and Sections 3(b) and 8.17 hereof, (i) be and become part of the Collateral, and (ii) if received by any Grantor, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). So long as no Event of Default under Section 7.1(a) or 7.1(f) of the Credit Agreement has occurred and is continuing, the Collateral Agent shall, on terms to be agreed, deliver to each Grantor any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities not prohibited by the Credit Agreement.

(b) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it that are included in the Collateral and will comply with such terms insofar as such terms are applicable to it, and (ii) the terms of Sections 6.3(d) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(d) and 6.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an Issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Collateral Agent and to the transfer of any Pledged Security to the Collateral Agent or its nominee following the occurrence and during the continuation of an Event of Default and, if an Event of Default has occurred and is continuing, to the substitution of the Collateral Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Security that are included in the Collateral. In addition, each Grantor which is either an Issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Collateral Agent and to the transfer of any Pledged Security to the Collateral Agent or its nominee following the occurrence and during the continuation of an Event of Default and, if an Event of Default has occurred and is continuing, consents to the substitution of the Collateral Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Security.

5.9. [ Reserved ].

colorable imitation of such Trademark unless the Collateral Agent, for the ratable benefit (without regard to control of remedies or application of payments) of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to this Agreement, and (iv) not (and not affirmatively permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark would reasonably be expected to become invalidated or impaired in any way, other than acts taken in the ordinary course of such Grantor’s business, consistent with commercially reasonable practice.

(e) Such Grantor will notify the Collateral Agent promptly if it knows that any application or registration relating to any Intellectual Property owned by such Grantor and included in the Collateral could reasonably be expected to become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or the United States Copyright Office) regarding such Grantor’s ownership of, or the validity of, any such Intellectual Property or such Grantor’s right to register the same or to own and maintain the same, in each case, except if the loss of such Intellectual Property would not reasonably be expected to have a Material Adverse Effect.

(f) [ Reserved ].

States Patent and Trademark Office or the United States Copyright Office, to maintain and pursue each application for registration (and to obtain the relevant registration), and to maintain each registration, of material Intellectual Property included in the Collateral owned by such Grantor (which may include, without limitation, the payment of required fees and taxes, the filing of applications for renewal or extension, affidavits of use and incontestability, and the participation in interference, reexamination, opposition, and cancellation proceedings).

(k) Such Grantor agrees that, should it hereafter obtain an ownership interest in, or otherwise acquire, create or develop, any item of Intellectual Property that is not then an Excluded Asset (the “ After-Acquired Intellectual Property Collateral ”), (i) the provisions of Section 3 shall automatically apply thereto and (ii) any such After-Acquired Intellectual Property Collateral shall automatically become part of the Collateral . At such time as the Borrower provides the Collateral Agent with notice of any newly acquired, created or developed Registered Intellectual Property owned by such Grantor pursuant to Section 5 . 2(b) of the Credit Agreement, such Grantor shall execute an After-Acquired Intellectual Property Security Agreement with respect to any Registered Intellectual Property included in the After-Acquired Intellectual Property Collateral in substantially the form of Exhibit B-2 in order to record the security interest granted herein to the Collateral Agent for the ratable benefit (without regard to control of remedies or application of payments) of the Secured Parties with the United States Patent and Trademark Office or the United States Copyright Office, as applicable .

provisions of this Agreement in and to such Commercial Tort claim and the proceeds thereof.

SECTION 6 REMEDIAL PROVISIONS

(c) If an Event of Default has occurred and is continuing, at the Collateral Agent’s reasonable written request, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Collateral Agent may require any Grantor to notify the Account Debtor or counterparty to make all payments under the Receivables directly to the Collateral Agent.

(b) If an Event of Default shall occur and be continuing and the Collateral Agent shall have given written notice to the Borrower of the Collateral Agent’s intent to execute its rights pursuant to this Section 6.3(b): (i) the Collateral Agent shall have the right to receive any and all dividends, interest, principal or other payments or distributions paid in respect to the Pledged Securities included in the Collateral and make application thereof to the Obligations in accordance with Section 6.5 hereof, (ii) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights and (iii) the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property included in the Collateral to its name or the name of its nominee or agent or the name of the applicable Grantor, endorsed or assigned in blank in favor of the Collateral Agent, and each Grantor will promptly following request give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities included in the Collateral registered in the name of such Grantor. In addition, if an Event of Default has occurred and is continuing, the Collateral Agent shall have the right at any

time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth herein. All dividends, interest, principal or other payments or distributions received by any Grantor contrary to the provisions of this Section 6.3(b) shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent).

(c) Any notice given by the Collateral Agent to the Borrower or any other Grantor under this Section 6.3 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a) or (b) of this Section 6.3 in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

(d) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, if the Collateral Agent notifies such Issuer in writing that an Event of Default has occurred and is continuing, pay any dividends or other payments with respect to the Pledged Securities directly to the Collateral Agent.

of the UCC). All such Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 6.5

6.5. Application of Proceeds . Subject to the Intercreditor Agreements, if an Event of Default shall have occurred and be continuing, at any time at the Collateral Agent’s election, the Collateral Agent may, notwithstanding the provisions of Section 2.15 of the Credit Agreement, apply all or any part of the net Proceeds (after deducting fees and expenses as provided in Section 6.6) constituting Collateral realized through the exercise by the Collateral Agent of its remedies hereunder, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order (provided that if the terms of any Permitted Amendment provide for application of such Proceeds to the payment of any Obligations in a less favorable order, the terms of such Permitted Amendment shall govern with respect to such Obligations and the Collateral Agent shall apply such Proceeds in such different order):

First , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including attorneys fees payable under the Credit Agreement and under Section 2 of this Agreement) payable to the Administrative Agent or the Collateral Agent in their respective capacities as such;

Second , to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest and other amounts described in clause Fourth below and, to the extent payable under clause First , attorneys fees) payable to the Lenders (including attorneys fees payable under the Credit Agreement and under Section 2 of this Agreement), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third , to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the holders of such Obligations in proportion to the respective amounts described in this clause Third payable to them;

Fourth , to payment of that portion of the Obligations constituting unpaid principal of the Loans and to amounts then due and payable under Specified Hedge Agreements with Qualified Counterparties and Cash Management Obligations then due and payable, ratably among the holders of such Obligations in proportion to the respective amounts described in this clause Fourth held by them;

Fifth , to the payment of all other Obligations of the Loan Parties that are then due and payable to the Administrative Agent, the Collateral Agent or the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent, the Collateral Agent and the other Secured Parties on such date;

Sixth , to cash collateralize any Obligations not then due and payable, ratably among the holders of such Obligations in proportion to the respective amounts described in this clause Sixth held by them; and

Last , the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Law.

Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable law, this procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any Secured Party arising out of the exercise by them of any of their rights hereunder. Each Grantor further agrees, at the Collateral Agent’s request, if an Event of Default has occurred and is continuing, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere.

6.7. Registration Rights . (a) [Reserved]

(b) Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Capital Stock or the Pledged Debt Securities included in the Collateral, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Capital Stock or the Pledged Debt Securities included in the Collateral for the period of time necessary to permit

the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

SECTION 7 THE COLLATERAL AGENT

(i) in the name of such Grantor or its own name, or otherwise, take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable;

Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; and (2) take all necessary steps to maintain and pursue each application for and maintain and enforce each registration of Intellectual Property included in the Collateral owned by such Grantor;

(c) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Tranche B-1 Term Loans that are ABR Loans under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent in accordance with Section 9.3 of the Credit Agreement.

written instruction, advice or concurrence of the Administrative Agent, as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

7.3. Financing Statements; Intellectual Property Filings . (a) Pursuant to Section 9-509(b) of the New York UCC and any other applicable law, each Grantor hereby authorizes the Collateral Agent to file or record financing or continuation statements, and amendments thereto (including amendments assigning filings in favor of the Administrative Agent from the Administrative Agent to the Collateral Agent), and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect or maintain the perfection of the security interests of the Collateral Agent under this Agreement, subject to the terms of Section 5.10(d) of the Credit Agreement and Section 3(b) hereof. Each Grantor agrees that such financing statements may describe the collateral in the same manner as described in the Security Documents or as “all assets” or

“all personal property” of the undersigned, whether now owned or hereafter existing or acquired by the undersigned or such other description as the Collateral Agent reasonably determines is necessary or advisable.

7.5. Grant of Intellectual Property License . For the purpose of enabling the Collateral Agent to exercise its rights and remedies upon the occurrence and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent an irrevocable (until payment in full of such Grantor’s Obligations), nonexclusive, royalty-free, worldwide license subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to its right to use or sublicense any Intellectual Property included in the Collateral. The use of the license granted to the Collateral Agent may be exercised, at the option of the Collateral Agent, only after an Event of Default has occurred and is continuing; provided that, any license, sublicense or other transaction entered into by the Collateral Agent in accordance with the foregoing clause shall be binding upon each Grantor notwithstanding any subsequent cure of the relevant Event of Default; provided, further , that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected Intellectual Property, including, without limitation, protecting and maintaining the quality standards of the Trademarks in the manner set

forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to any such Intellectual Property above and beyond (a) the rights to such Intellectual Property that any Grantor has reserved for itself and (b) in the case of Intellectual Property that is licensed to any Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder).

SECTION 8 MISCELLANEOUS

8.4. Enforcement Expenses; Indemnification . (a) Each Guarantor agrees to pay or reimburse each Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel to each Secured Party and of counsel to the Administrative Agent and the Collateral Agent, in each case, to the extent the Borrower would be required to do so pursuant to Section 9.3 of the Credit Agreement.

(b) Each Guarantor agrees to pay, and to save each Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement, in each case, to the extent the Borrower would be required to do so pursuant to Section 9.3 of the Credit Agreement.

(c) Each Guarantor agrees to pay, and to save the Lenders and the Agents harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, in each case, to the extent the Borrower would be required to do so pursuant to Section 9.3 of the Credit Agreement.

(d) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

8.7. Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy and other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

8.11. GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

8.13. Acknowledgments . Each Grantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

8.14. Additional Grantors . Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to Section 5.10 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in substantially the form of Annex 1 hereto.

(b) In the event that any Grantor conveys, sells, leases, assigns, transfers or otherwise Disposes of all or any portion of any of the Capital Stock or assets of any Grantor to a Person that is not (and is not required hereunder to become) a Grantor hereunder, or any Capital Stock or asset is or becomes an Excluded Asset, in each case in a transaction permitted under the Credit Agreement, the security interests created hereunder in respect of such Capital Stock or assets shall automatically terminate and be released, without the requirement for any further action by any Person and the Collateral Agent shall promptly (and the Secured Parties hereby authorize the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by any Grantor and at such Grantor’s expense to further document and evidence such termination and release of security interests hereunder in respect of such Capital Stock or assets, and, in the case of a transaction permitted under the Credit Agreement the result of which is that a Guarantor would cease to be a Restricted Subsidiary or would become an Excluded Subsidiary, the Guarantee Obligations created hereunder in respect of such Guarantor (and all security interests granted by such Guarantor hereunder) shall automatically terminate and be released, without the requirement for any further action

by any Person and the Administrative Agent and the Collateral Agent shall promptly (and the Secured Parties hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by such Guarantor and at such Guarantor’s expense to further document and evidence such termination and release of such security interests and such Guarantor’s Guarantee Obligations hereunder. Any representation, warranty or covenant contained in this Agreement relating to any such Capital Stock, asset or subsidiary of any Grantor shall no longer be deemed to be made with respect thereto once such Capital Stock or asset or Subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of.

8.17. Intercreditor Matters . NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS AND SECURITY INTERESTS GRANTED TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT WITH RESPECT TO ANY COLLATERAL HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS. THE REQUIREMENTS OF THIS AGREEMENT TO DELIVER PLEDGED COLLATERAL AND ANY CERTIFICATES, INSTRUMENTS OR DOCUMENTS IN RELATION THERETO OR PROCEEDS THEREOF TO THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT OR ANY OBLIGATION WITH RESPECT TO THE DELIVERY, TRANSFER, CONTROL, NOTATION OR PROVISION OF VOTING RIGHTS WITH RESPECT TO ANY COLLATERAL OR INSTRUCTIONS TO ANY OBLIGOR ON ANY RECEIVABLES SHALL BE DEEMED SATISFIED BY THE DELIVERY, TRANSFER, CONTROL, NOTATION OR PROVISION IN FAVOR OF, OR INSTRUCTION AT THE DIRECTION OF, THE APPLICABLE COLLATERAL AGENT (AS DEFINED IN ANY PARI PASSU INTERCREDITOR AGREEMENT) OR THE APPLICABLE SENIOR COLLATERAL AGENT (AS DEFINED IN THE ABL INTERCREDITOR AGREEMENT, AS APPLICABLE. IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS AND THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS SHALL GOVERN AND CONTROL.

8.18. Amendment and Restatement . This Agreement amends and restates the Guarantee and Collateral Agreement dated as of November 26, 2013 among certain of the Grantors and JPMorgan Chase Bank, N.A. as administrative agent (the “ Existing Guarantee and Collateral Agreement ”). All terms, conditions, agreements, covenants and representations and warranties contained in the Existing Guarantee and Collateral Agreement remain in full force and effect, except as expressly amended herein. Nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Borrower for the Borrower Obligations or of any other Grantor for the Guarantor Obligations incurred before the date hereof and the security interests, Liens and other interests in the Collateral granted, pledged and/or assigned by the Grantors pursuant to the Existing Guarantee and Collateral Agreement. The amendment and restatement herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of the obligations, liabilities and indebtedness of the Grantors evidenced by or arising under the Existing Guarantee and Collateral Agreement and the other Loan Documents, and the Lien and security interests securing such obligations, liabilities and indebtedness, which shall continue in full force and effect and shall not in any manner be impaired, limited, terminated, waived or released.

8.19. Collateral Agent Provisions . All of the rights, protections, immunities and indemnities granted to the Collateral Agent in the Credit Agreement shall apply as if set forth herein.

( signature pages follow )

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as the date first above written.



GNC CORPORATION, as Parent

By:	/s/ Amy N. Davis
Name: Amy N. Davis
Title: Treasurer



GENERAL NUTRITION CENTERS, INC., as Borrower

By:	/s/ Amy N. Davis
Name: Amy N. Davis
Title: Treasurer



GENERAL NUTRITION INVESTMENT COMPANY GENERAL NUTRITION CORPORATION GNC CANADA HOLDINGS, INC. NUTRA MANUFACTURING, INC. GNC GOVERNMENT SERVICES, LLC GNC FUNDING, INC., as a Grantor

By:	/s/ Amy N. Davis
Name: Amy N. Davis
Title: Treasurer



LUCKY OLDCO CORPORATION, as a Grantor

By:	/s/ Tricia Tolivar
Name: Tricia Tolivar
Title: Executive Vice President and Chief Financial Officer



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

By:	/s/ James A. Knight
	Name: James A. Knight
	Title: Credit Risk Director



GLAS TRUST COMPANY LLC, as Collateral Agent
By:	/s/ Martin Reed
	Name: Martin Reed
	Title: Vice President

Exhibit 10.33

GNC

Executive Severance Pay Policy

Effective as of July 19, 2017

(the “Effective Date”)


I.	POLICY

This Executive Severance Pay Policy (the “Policy”) constitutes a program whereby GNC (together with its subsidiaries, “GNC” or the “Company”) provides severance pay and other benefits (“Severance Pay”) to certain of its executive employees who are involuntarily terminated from employment with the Company and who otherwise meet all of the requirements for benefits hereunder. The Policy, as set forth in this document, is both a plan document and the summary plan description (as these terms are used for purposes of the Employees Retirement Income Security Act of 1974 (“ERISA”). In general, the intent of this Policy is to provide Severance Pay for those executive employees who are terminated involuntarily by the Company other than when such termination of employment is due to Cause (as defined herein). Except as provided under Article III, Section B.3 of this Policy (which addresses resignation for Good Reason following a Change in Control), in no circumstances is the Policy intended to provide benefits to executive employees who resign or quit their employment with the Company voluntarily.


II.	ELIGIBILITY

The Policy provides benefits to executive employees who are designated on the Company’s books and records as Vice Presidents or in more senior positions (each, an “Eligible Executive”) who are separated from the Company under circumstances described, in each case on or after the Effective Date. The Policy is an amendment and restatement of any prior policy or practice governing severance pay, and, therefore, supersedes any and all such prior policies or practices.

Benefits shall only be paid to Eligible Executives who meet all of the requirements for payment set forth in the Policy and shall also be reduced or offset by amounts paid pursuant to any specific statutory requirements, including, without limitation, the Worker Adjustment and Retraining Notification Act (WARN) or similar state or local law, for notice periods or the payment of severance pay and/or other benefits.

In the event any Eligible Executive is eligible for benefits under this Policy and for similar benefits under a separate agreement with the Company, he or she shall be entitled to choose the benefits under that separate agreement or under this Policy, but shall not be eligible for both. The intent of this paragraph is to ensure that the Eligible Executive may be able to get the better of alternative severance benefits, but shall not be eligible to receive more than would otherwise be available under such better alternative.

Eligibility for any benefit provided under this Policy is expressly conditioned on the Eligible Executive’s written acknowledgement and agreement to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions in Article IV during and after his or her employment with GNC. Additionally, in order to be eligible to receive benefits under the Policy, each Eligible Executive must also sign, and not revoke, a general release in favor of the Company in such form as may be established by the Company for this purpose from time to time.

III. ADMINISTRATION

A. Exclusions

Under no circumstance will Severance Pay be granted to any employee of the Company who is terminated by the Company for Cause (as hereinafter defined).

“ Cause ” includes, without limitation, the following:

The willful and continued failure of the employee to perform substantially his or her duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for performance is delivered to such employee that identifies the manner in which the Company believes that he or she has not substantially performed such duties and the employee has not promptly corrected such deficiencies.


2.	Material violation of any code of conduct adopted by the Company, as such may be amended from time to time, or any successor code of conduct.


3.	Material violations of Company policies, as such may be adopted or amended from time to time, including, without limitation, policies or procedures on financial reporting or accounting policies or procedures.


4.	Disclosure or misappropriation of confidential information, trade secrets or corporate opportunities.


5.	Violation of other policies or agreements including, without limitation, agreements pertaining to invention and confidentiality and non-competition and non-solicitation.


6.	Unlawful manufacture, distribution, dispensation, possession or use of a controlled substance on Company premises or while conducting Company business off Company premises.


7.	Possession of firearms or lethal weapons of any kind on Company premises or while conducting Company business off Company premises, in either case, without written Company authorization.


8.	Insubordination.


9.	Refusing to participate or cooperate in an investigation conducted by, or on behalf of, the Company.


10.	Negligent failure to safeguard Company property or negligently defacing or destroying Company property, or misappropriation of Company property.


11.	Dishonest behavior including, but not limited to embezzlement, theft, false entry in company records, improper use of a corporate credit card which was guaranteed by the Company, or the improper acceptance of money, gifts and other items of value.


12.	Falsifying employment papers, time sheets or other company records.


13.	Aiding others in dishonest conduct.


14.	Being arrested for a criminal offense, subject to subsequent inquiry by the Company as to the circumstances resulting in the arrest.


15.	Commission of an act which constitutes a felony or misdemeanor under applicable Federal, State, foreign or local law.


16.	Violation of the Company’s operating and/or financial/accounting procedures which results in material loss to the Company, as determined by the Company.


17.	Misappropriation, falsification and/or unauthorized alteration of Company records.


18.	Withholding or failing to report information related to any offense either past or potential involving dishonesty or a breach of trust against the Company.


19.	Sabotage, malicious adulteration of product, industrial espionage.


20.	Assisting others in unauthorized entry into company premises.


21.	Improper use of the employee’s access card.


22.	Refusing to sign a form acknowledging probationary status or a performance appraisal form.


23.	Breach of the employee’s duty of loyalty or other fiduciary duty to the Company whether imposed by statue or common law.


24.	Commission of any other act that is intentionally detrimental to the Company’s business or reputation.

If, subsequent to the commencement of payment of benefits under the Policy, the Company discovers that the employee committed acts while employed with the Company that constitute Cause for termination, or otherwise should not have been

considered to be eligible for benefits under the Policy, the Company may cease further payments of benefits hereunder and may require the employee to reimburse the Company of all benefits paid previously.

In addition, no benefits shall be payable to an Eligible Executive under this Policy if: (i) any business operation or facility of the Company is sold or otherwise disposed of, and the Eligible Executive is offered continued employment on any terms with the successor owner of such business operation or facility (whether or not he or she accepts such continued employment); or (ii) the Company restructures or eliminates the position in which such Eligible Executive was employed but offers such Eligible Executive other employment with the Company.

Notwithstanding the foregoing, the Company may, at its sole discretion, provide an Eligible Executive with all or some portion of his or her Severance Pay even though the Company is not otherwise obligated to provide such benefits under applicable provisions of the Policy.

B. Severance Pay

1. Definition of Change in Control. For purposes of this Policy, “Change in Control” shall be deemed to have occurred if any of the following events shall have occurred:

(a) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (c) below; or

(b) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two thirds ( ² / ₃ ) of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; or

(c) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least fifty-one percent (51%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities; or

(d) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least fifty-one percent (51%) of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

For purposes of this Article III, Section B.1, the term (i) “Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint stock company, trust, incorporated organization, governmental or regulatory or other entity, and (ii) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Securities and Exchange Act of 1934, as amended.

2. Definition of “Good Reason”. For purposes of this Policy, “Good Reason” means:

(a) a material reduction by the Company (including in the aggregate) of the Eligible Executive’s responsibilities, duties, status or authority (other than temporarily during any period for which the Eligible Executive is incapacitated due to physical or mental illness or injury);

(b) a material reduction in the Eligible Executive’s base salary; or

(c) the Eligible Executive’s principal place of business for performing services to the Company moves to a new location that is more than 75 miles from the Company’s headquarters in Pittsburgh, Pennsylvania.

3. Termination in connection with a Change in Control. Eligible Executives who are terminated other than for Cause or who resign for Good Reason (in anticipation of or at any time within the twenty-four (24) month period following a Change in Control and who otherwise meet all of the requirements for benefits under the Policy will be eligible to receive cash severance payments for: (a) one (1) year, in the case of Eligible Executives who are designated on the Company’s books and records as Vice Presidents; or (b) two (2) years in the case of executives who are designated on the Company’s books and records in positions senior to Vice President. The amount of such severance payments will be equal, in the aggregate for each such Eligible Executive, to the annual base salary of any Eligible Executive designated as a Vice President or two times the annual base salary of any Eligible Executive designated in a position senior to Vice President.

4. Termination other than in connection with a Change in Control. Except as provided in Article III, Section B.1 above, Eligible Executives who are terminated other than for Cause and otherwise meet all of the requirements for benefits under the Policy will be eligible to receive cash severance payments for: (a) six (6) months, in the case of executives who are designated on the Company’s books and records as Vice Presidents; or (b) one (1) year in the case of executives who are designated on the Company’s books and records in positions senior to Vice President. The amount of such severance payments will be equal, in the aggregate for each such Eligible Executive, to one-half of the annual base salary of any Eligible Executive designated as a Vice President or, for any executive designated in a position senior to Vice President, the full amount of such Eligible Executive’s annual base salary.

5. Payment Method and Amount. Amounts payable as Severance Pay under this Policy shall be payable following the Company’s normal payroll practices. All such payments shall be subject to all applicable federal, state and local tax withholding, and any other withholding requirements applicable to such payments. Upon the receipt of Notice of Subsequent Employment as defined in Article IV.E.2 of the Policy, the Plan Administrator will determine if such subsequent employment is “comparable,” taking into consideration the following factors: the location of the new position, the annual base salary of the new position, and the duties to be performed by the Eligible Executive in such new position. If the Plan Administrator determines in its sole discretion that the Eligible Executive’s subsequent employment is “comparable,” the remaining Severance Pay amounts will be offset by annual gross base salary payable to the Eligible Executive pursuant to such subsequent employment, as determined by the Plan Administrator. If the Plan Administrator determines that the subsequent employment is not “comparable,” any remaining Severance Pay amounts shall continue in accordance with the Policy. If the Eligible Executive fails to provide Notice of Subsequent Employment in accordance with Article IV.E.2. of the Policy, and the Company is otherwise notified of the subsequent employment of such Eligible Executive, any payments of Severance Pay that are remaining shall cease, and no further Severance Pay shall be paid.

(a) Golden Parachute Cutback: Notwithstanding the foregoing, if any portion of the Severance Pay under this Policy becomes subject to the 20% excise tax imposed under Section 4999 of the Code the amount payable shall be cut back (if possible) to the extent necessary to prevent such excise tax from being applicable.

(b) Special Provision Regarding Code Section 409A: If any portion of the benefit payable under the Policy is determined not to be exempt from Code Section 409A under the separation pay exception as set out in applicable Treasury Regulations promulgated pursuant to Code Section 409A, then payments hereunder shall be deferred to the extent necessary to avoid violation of the prohibition under Code Section 409A(a)(2)(B)(i) (regarding payments made to certain “specified employees” within six months after the date of such employee’s separation from service ).

C. Continuation of Medical/Dental Benefits

An Eligible Executive who is eligible for benefits under this Policy may elect either: (a) continuation coverage (with respect to the Executive’s coverage and/or any eligible dependent coverage) under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA Continuation Coverage”), in which case he or she will be offered participation in the Company’s group medical and/or dental plans, or (b) to obtain alternate coverage from another source. In either case, the Executive shall be responsible for payment of the monthly cost of COBRA Continuation Coverage or such alternative coverage.

D. Employment Contracts or Other Written Agreements In Effect

If on the date of termination, an employment contract or other written agreement between an Eligible Executive and the Company is in effect, then unless otherwise provided by the terms of such written agreement the Eligible Executive will be permitted to choose among (1) the severance pay and benefits provided in such employment contract or agreement, or (2) Severance Pay in accordance with this Policy.

E. Non-Uniform Determinations

The Company’s determinations under this Policy need not be uniform and may be made by it selectively, for any nondiscriminatory reason and for no reason, among the persons who receive, or are eligible to receive, awards hereunder (whether or not such persons are similarly situated).

F. Policy Construction

The Company is the Plan Administrator for the Policy, and in this capacity, the Company and/or its duly authorized designee(s) have the exclusive right, power and authority, in its sole and absolute discretion, to administer, apply, construe and interpret the terms of this Policy, including any related plan documents, and to decide all matters (including factual matters) arising in connection with the operation or administration of the Policy. All determinations and interpretations (including factual determinations) made by the Company and/or its duly authorized designee(s) shall be final and binding upon all participants, beneficiaries and any other individuals claiming benefits or an interest under the Policy. Participants who have questions with respect to the Policy may contact the Chief Human Resources Officer.

IV. COVENANTS

A. General

Each Eligible Executive shall be subject to the covenants described in this Article IV during the term of his or her employment with the Company and at any time thereafter (except to the extent that the duration of a covenant extending beyond such executive’s termination of employment is specifically limited below).

B. Confidential Information

Each Eligible Executive acknowledges and agrees that all Confidential Information (as defined below) shall at all times remain the property of the Company and that he or she shall (1) keep in confidence and trust all Confidential Information and will not directly or indirectly discuss, use, disclose, copy (electronically or otherwise) or make notes of any Confidential Information except as may be necessary in the ordinary course of performing his or her duties for the Company without the express written consent of the Company and (2) return to the Company, at the time of his or her termination or resignation, all Company equipment, materials and/or documents concerning Confidential Information in his or her custody or possession and any reproductions of the same.

For purposes of this Policy, “Confidential Information” means information or data in any form or medium, tangible or intangible, that the Company possesses or to which the Company has rights, and includes information relating to the Company’s business or employees or the business of any of its related entities, corporations, partnerships, joint ventures, investors, employees, directors or customers. Confidential Information also includes information developed by the executive in the course of his or her employment with the Company, as well as other information to which he or she had access (either with or without the consent of the Company) in connection with his or her employment. Confidential Information includes, by way of example, and without limitation, processes and procedures relating to the Company’s techniques and business, products, improvements, formulas, inventions, flow charts, designs, drawings, plans, processes, procedure manuals, development, plans for future expansion or development, profits, reports, markets, sales, sales volume, methods, financial information, proposals, trade secrets, disbursements, costs, training programs, production volume, customers and prospective customers and lists of customers and prospective customers, identity of key personnel or other decision-makers in the employ of customers and prospective customers; information concerning amount or kind of investments by customers, knowledge of customers’ requirements, business dates regarding customers and suppliers, Confidential Information of customers; information concerning marketing strategies and plans, pricing information; information concerning the Company’s computer programs, computer processing systems and techniques, computer software, system documentation, special hardware, business models, manuals, formulations, equipment, compositions, configurations, know-how, ideas, improvements, inventions; all records, files, memoranda, reports, and documents concerning or

relating to its employees and/or its business; anything pertaining to various trade secrets as defined by law; and/or any information which, if disclosed, could adversely affect the Company’s business.

C. Non-Competition

As part of the consideration for the extension of benefits under this Policy, each Eligible Executive agrees that for a period of (1) in the case of Eligible Executives who are Vice Presidents, six (6) months and (2) in the case of Eligible Executives employed in roles senior to the level of Vice President, one (1) year, following termination of his or her employment by the Company for any reason, including without limitation his or her resignation from the Company, such executive shall not, without the Company’s prior written consent, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant or otherwise with, an profit or non-profit business or organization in the United States or any other country in which the business of the Company is conducted that directly or indirectly manufactures, markets, distributes, sells (through wholesale, retail or direct marketing channels including but not limited to mail order and internet distribution) vitamins, minerals, nutritional supplements, herbal products, sports nutrition products, sporting equipment, bodybuilding formulas or homeopathic remedies (collectively, “Competitive Products”) if the sale and/or distribution of such Competitive Products represents more than 25% of the aggregate gross sales of such business or organization for the twelve (12) completed calendar months immediately preceding the date of termination of such executive’s employment by the Company. In addition, each such executive agrees that during such period following termination of his or her employment with the Company, he or she shall not directly or indirectly, in any capacity, join, accept employment from, render services to, engage in or carry on any business with Vitamin Shoppe, Rite Aid, Whole Foods, Vitacost, Walgreens, CVS, Nature’s Bounty, Bodybuilding.com, Swanson, Sprout’s, Sunflower Farmers’ Market, Dick’s Sporting Goods, American Eagle, Rue 21 or Vitamin Cottage or any of their respective affiliates or successors. Each Eligible Executive acknowledges that the covenant contained in this paragraph is necessary in order to protect the Company’s legitimate business interests, Confidential Information and goodwill, and that the restrictions set forth in this Article IV, Section C are reasonable, including without limitation as to time, geographic reach and scope of activity.

D. Non-Solicitation

Each Eligible Executive agrees that, during his or her employment with the company and for a period of one (1) year following the termination of such employment for any reason, including without limitation his or her resignation from the Company, he or she shall not, directly or indirectly, solicit or induce or attempt to solicit or induce, any employee of the Company to leave the Company for any reason whatsoever, or hire or solicit the services of any employee of the Company, unless the Company provides such Eligible Executive with its prior, express written consent.

E. Cooperation and Notice

1. Cooperation. . If an Eligible Executive’s employment with the Company is terminated for any reason, following the effective date of such termination, the Eligible Executive agrees to reasonably cooperate with the Company and its legal counsel in connection with any matter that arises from or related in any way to the Company’s business and/or the Eligible Executive’s relationship with the Company. This may include, by way of example, providing information, reviewing documents, answering questions, or appearing as a witness or otherwise providing testimony in connection with any administrative proceeding, investigation or litigation. Should such need for cooperation arise, the Company will work with the Eligible Executive in good faith to determine whether reasonable and appropriate compensation or expense reimbursement is warranted under the specific circumstances, proportionate to the Eligible Executive’s time and costs invested when cooperating with the Company and its legal counsel.

2. Notice of Subsequent Employment. An Eligible Executive receiving Severance Pay under this Policy has an affirmative obligation to provide Notice of Subsequent Employment to the Company if/when the Eligible Executive obtains new employment during the time period when receiving Severance Pay. As used here, Notice of Subsequent Employment means written notice to Chief Legal Officer of the Company or his designee, stating the name of the Eligible Executive’s new employer; the nature and location of the position; the start date; and approximate compensation and benefit terms. Such written notice must be provided within ten (10) business days of the date the Eligible Executive commences such employment. In addition to this affirmative obligation, the Eligible Executive must respond to the Company’s inquiries regarding the above aspects of any subsequent employment.

F. Non-Disparagement

Each Eligible Executive agrees not to make any statements that disparage the Company or its affiliates, employees, officers, directors, products or services.

G. Equitable Relief

Each Eligible Executive acknowledges and agrees that compliance with the provisions of this Article IV is necessary to protect the goodwill and other legitimate business interests of the Company and that a breach of these provisions will give rise to irreparable and continuing injury to the Company which is not adequately compensable in monetary damages or at law. Accordingly, each Eligible Executive agrees that if he or she breaches or threatens to breach any provision of this Article IV, the Company shall be entitled, in addition to all other remedies it may have: (1) to an injunction or other appropriate equitable relief to restrain any such breach without showing or providing any actual damage to the Company; and (2) to be relieved of any obligation to provide any further payment to such Eligible Executive or to his or her dependents and/or to seek repayment of amount previously paid to him or her pursuant to this Policy. Each Eligible Executive further acknowledges that in the event of his or her termination of employment with the Company, his or her knowledge, experience and capabilities are such that he or she can obtain employment in business activities that are of a different and non-competing nature than those performed in the course of his or her employment with the Company and that the enforcement of the Company’s remedies hereunder by way of injunction will not prevent him or her from earning a reasonable livelihood.

H. Survival

The obligations contained in this Article IV shall survive termination of an Eligible Executive’s employment with the Company and shall be fully enforceable thereafter. The Company reserves the right to amend, modify or terminate this Policy or any portion of it at any time, and for any reason. Any such action shall be authorized in writing.

V. AMENDMENT OR TERMINATION OF POLICY

The Company reserves the right to amend, modify, or terminate this Policy or any portion of it at any time, and for any reason. Any such action shall be authorized in writing.

VI. CLAIMS

Payment of Severance Pay is granted in appropriate circumstances without application. Payment of benefits hereunder usually begins as soon as administratively appropriate after the employee’s last day of active employment. If an employee believes that he or she is entitled to Severance Pay under the Policy that has not been granted, the employee must present a written claim to the Plan Administrator within ninety (90) days after the date he or she believes benefits should have commenced setting forth his or her claim and any information he or she believes relevant. If the Plan Administrator, after reviewing the employee’s claim, determines that benefits are not payable, the Plan Administrator will provide the employee with notice of the denial, written in clear and precise terms and giving specific reasons for the denial. Within sixty (60) days after the employee is notified of this denial of benefits, the employee has the right to appeal to the Plan Administrator for a full and fair review of any such denial. The employee also has the right to review any relevant documents and to submit issues and comments in writing to the Plan Administrator, subject to appropriate confidentiality agreements. If the employee needs more time, the Plan Administrator may allow him or her more than 60 days to file a request for review. The Plan Administrator shall conduct a hearing and/or take such other steps as the Plan Administrator deems appropriate for a full and fair review of the appeal from the denial of a claim. The Plan Administrator will issue, usually within 60 days after the request for review is received, a final written decision which shall include specific reasons for the decision and references to the pertinent plan provisions on which the decision is based. The decision shall be written in a manner calculated to be understood by the participant. If the Plan Administrator needs more time, the Plan Administrator’s decision may be delayed until 120 days after the request is received.

VII. BASIC PLAN INFORMATION

Name of the Plan:

The name of the plan is the GNC Severance Pay Plan.

Plan Sponsor:

The Plan Sponsor’s name and address are as follows:

GNC

300 Sixth Avenue Pittsburgh PA 15228

Type of Plan:

The plan is intended to be an employee welfare benefit plan, as defined in Section 3(1) of ERISA.

Plan Administrator:

The Plan Administrator is the Company. The Plan Administrator’s name, address and telephone number are as follows:

GNC

300 Sixth Avenue, Pittsburgh PA 15222 Tel.: 412-288-8391

All correspondence or inquires to the Plan Administrator should be directed to the attention of Chief Human Resources Officer.

Employer and Plan Identification Numbers:

The employer identification number for the Company is 72-1575168.

Agent for Service of Legal Process:

The agent for service of legal process is:

GNC

300 Sixth Avenue

Pittsburgh PA 15228

Attention: Chief Legal Officer

Plan Year:

The Policy is administered on a calendar year basis, so that the Plan Year ends on December 31.

Source of Severance Plan Benefits:

The Policy is an unfunded plan maintained primarily for the purpose of providing Severance Pay for eligible employees. All payments under the Policy are made from the Company’s general assets. Benefits under this Policy are not insured under Title IV of ERISA.

Statement of ERISA Rights:

As a participant in the plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all plan participants shall be entitled to:

Receive Information About Your Plan and Benefits

Examine, without charge, at the Plan Administrator's office and at other specified locations, all documents governing the plan, and a copy of the latest annual report (Form 5500 Series) filed by the plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the plan, and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Plan Administrator may make a reasonable charge for the copies.

Receive a summary of the plan's annual financial report. The plan administrator is required by law to furnish each participant with a copy of this summary annual report.

Prudent Actions by Plan Fiduciaries

In addition to creating rights for plan participants ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your plan, called “fiduciaries” of the plan, have a duty to do so prudently and in the interest of you and other plan participants and beneficiaries. No one, including your employer, your union, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a (pension, welfare) benefit or exercising your rights under ERISA.

Enforce Your Rights

If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of plan documents or the latest annual report from the plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the plan administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court. In addition, if you disagree with the plan's decision or lack thereof concerning the qualified status of a domestic relations order or a medical child support order, you may file suit in Federal court. If it should happen that plan fiduciaries misuse the plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

Assistance with Your Questions

If you have any questions about your plan, you should contact the plan administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the plan administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.



		Exhibit 21.1
Subsidiaries of the Registrant

Name of Subsidiary		Jurisdiction of Incorporation, Organization or Formation
GNC Parent LLC		Delaware
GNC Corporation		Delaware
General Nutrition Centers, Inc.		Delaware
GNC Funding, Inc.		Delaware
General Nutrition Corporation		Pennsylvania
General Nutrition Investment Company		Arizona
GNC Puerto Rico, LLC		Puerto Rico
General Nutrition Centres Company		Canada (Nova Scotia)
GNC Columbia SAS		Columbia
Lucky Oldco Corporation		Pennsylvania
GNC Government Services, LLC		Pennsylvania
Gustine Sixth Avenue Associates, Ltd.		Pennsylvania
GNC Headquarters, LLC		Pennsylvania
Compania Nutricional Mexicana GNC		Mexico
GNC China Holdco LLC		Delaware
GNC Hong Kong Limited		Hong Kong
GNC Canada Holdings, Inc.		Nevada
GNC (Shanghai) Trading Co., Ltd.		China
Nutra Insurance Company		Delaware
Nutra Manufacturing, Inc.		Delaware
GNC Korea Limited		South Korea
GNC Live Well Ireland		Ireland
THSD		Ireland
GNC Jersey One Limited		Jersey
GNC Jersey Two Unlimited		Jersey
GNC Puerto Rico Holdings, Inc.		Delaware
GNC South Africa (Pty), Ltd.		South Africa
GNC International Holdings, Inc.		Delaware

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (No. 333-207770, No. 333-173578 and No. 333-220429) of GNC Holdings, Inc. of our report dated March 1, 2018 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.

/s/ PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania

March 1, 2018

Exhibit 31.1

Certification of Principal Executive Officer

of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, Kenneth A. Martindale, certify that:


1.	I have reviewed this Annual Report on Form 10-K of GNC Holdings, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



	/s/ Kenneth A. Martindale
Date: March 1, 2018	Kenneth A. Martindale
	Chief Executive Officer
	(Principal Executive Officer)

Exhibit 31.2

Certification of Principal Financial Officer

of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, Tricia K. Tolivar, certify that:


1.	I have reviewed this Annual Report on Form 10-K of GNC Holdings, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



	/s/ Tricia K. Tolivar
Date: March 1, 2018	Tricia K. Tolivar
	Chief Financial Officer
	(Principal Financial Officer)

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of GNC Holdings, Inc. (the "Company"), for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Kenneth A Martindale, as Chief Executive Officer of the Company, and Tricia K. Tolivar, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his or her knowledge:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Kenneth A. Martindale
Name:	Kenneth A. Martindale
Title:	Chief Executive Officer
	(Principal Executive Officer)
Date: March 1, 2018

/s/ Tricia K. Tolivar
Name:	Tricia K. Tolivar
Title:	Chief Financial Officer
	(Principal Financial Officer)
Date: March 1, 2018

This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.