Common use of Committed Loans; Reserves Clause in Contracts

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein. (b) The Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserve.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Domestic Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) Domestic Loans to the Domestic Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of the Domestic Commitment of such Domestic Lender’s Commitment, or (y) such Lender’s the Applicable Percentage of the Domestic Borrowing BaseBase for such Domestic Lender; subject in each case to the following limitations: (i) after giving effect to any Committed Domestic Borrowing, the Total Domestic Outstandings shall not exceed the Domestic Loan Cap, (ii) after giving effect to any Committed Domestic Borrowing, the aggregate Outstanding Amount of the Committed Domestic Loans of any Domestic Lender, plus such Lender’s (without duplication) the Applicable Percentage of the Outstanding Amount of all Domestic L/C ObligationsObligations for such Domestic Lender, plus such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to the Domestic Borrowers shall not exceed the Domestic Commitment of such Domestic Lender’s Commitment, and (iii) the Outstanding Amount of all Domestic L/C Obligations shall not at any time exceed the Domestic Letter of Credit Sublimit. Within the limits of the Domestic Commitment for each Domestic Lender’s Commitment, and subject to the other terms and conditions hereof, the Domestic Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Domestic Loans may be Base Domestic Prime Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The Administrative Agent shall have Subject to the rightterms and conditions set forth herein, each Canadian Lender severally agrees to make Committed Canadian Loans to the Canadian Borrower from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time and from time to time after outstanding the Restatement Effective Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three lesser of (3x) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology Canadian Commitment of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities)Canadian Lender, or (y) the Applicable Percentage of the Canadian Borrowing Base for such Canadian Lender; subject in each case to the following limitations: (i) after giving effect to any Committed Canadian Borrowing, the Total Canadian Outstandings shall not exceed the Canadian Loan Cap, (ii) after giving effect to any Committed Canadian Borrowing, the aggregate Outstanding Amount of the Committed Canadian Loans of any Canadian Lender, plus (without duplication) the Applicable Percentage of the Outstanding Amount of all Canadian L/C Obligations for such Canadian Lender, plus such Canadian Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to the Canadian Borrower, shall not exceed the Canadian Commitment of such Canadian Lender, and (iii) the Outstanding Amount of all Canadian L/C Obligations shall not at any time exceed the Canadian Letter of Credit Sublimit. Within the limits of the Canadian Commitment for each Canadian Lender, and subject to the other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Canadian Loans may be Canadian Prime Rate Loans, LIBO Rate Loans (if in Dollars) or BA Equivalent Loans, as further provided herein. (c) The following are the Inventory Reserves and Availability Reserves as of the Closing Date: (i) Shrink (an Inventory Reserve): In the amounts set forth on the Borrowing Base Certificate delivered on the Closing Date; (ii) Domestic Rent (an Availability Reserve): An amount equal to two (2) changes months’ rent for all of the Domestic Borrowers’ leased locations in each Landlord Lien State in the United States, other than leased locations with respect to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after which the Administrative Agent has knowledge that received a Collateral Access Agreement (to be deducted from the eventDomestic Borrowing Base); (iii) Canadian Rent (an Availability Reserve): An amount equal to two (2) months’ rent for all of the Canadian Loan Parties’ leased locations in each Landlord Lien State in Canada, condition other than leased locations with respect to which the Canadian Agent has received a Collateral Access Agreement (to be deducted from the Canadian Borrowing Base); (iv) Customer Deposit Liabilities (an Availability Reserve): An amount equal to one hundred percent (100%) of the customer deposits with the Domestic Borrowers (to be deducted from the Domestic Borrowing Base) and an amount equal to one hundred percent (100%) of the customer deposits with the Canadian Loan Parties (to be deducted from the Canadian Borrowing Base); and (v) Gift Certificate and Card Liabilities (an Availability Reserve): An amount equal to fifty percent (50%) of the Customer Credit Liabilities related to gift certificates or matter which is gift cards as reflected in the basis for Domestic Borrowers’ books and records (to be deducted from the establishment Domestic Borrowing Base) and an amount equal to fifty percent (50%) of a Reserve no longer exists, the Administrative Agent shall eliminate such ReserveCustomer Credit Liabilities related to gift certificates or gift cards as reflected in the Canadian Loan Parties’ books and records (to be deducted from the Canadian Borrowing Base).

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Revolving Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) Reserved, (iii) after giving effect to any Committed BorrowingBorrowing pursuant to which Revolving Loans are requested, the aggregate Outstanding Amount of the Committed Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and, (iiiiv) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. , (v) Within the limits of each Lender’s Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Revolving Loans may be Base Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserve.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap,lesser of (A) the Aggregate Commitments, or (B) the Borrowing Base; (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and; (iii) the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit; and (iv) after giving effect to all Credit Extensions, no Overadvance shall exist. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The following are Reserves which may be established as of the Closing Date: (i) rent (an Availability Reserve): An amount equal to two (2) months’ rent for all of the Borrowers’ leased locations in each Landlord Lien State, other than leased locations with respect to which the Collateral Agent has received a Collateral Access Agreement in form reasonably satisfactory to the Collateral Agent; (ii) Customer Credit Liabilities (an Availability Reserve): An amount equal to the sum of (A) seventy-five percent (75%) of the remaining value of that portion of Customer Credit Liabilities which constitutes Gift Cards that have been outstanding for less than 18 months, and (B) one hundred percent (100%) of the remaining value of that portion of Customer Credit Liabilities which constitutes Customer Deposits, in each case as reflected in the Borrowers’ books and records; (iii) self funded health insurance (an Availability Reserve); (iv) past due trade accounts (an Availability Reserve): An amount equal to one hundred percent (100%) of the aggregate unpaid balance of all trade accounts of the Borrowers, which are past due for more than sixty (60) days after the due date thereof (other than amounts that are subject to a good faith dispute and appropriate reserves in conformity with GAAP have been established on the books of Borrower), in each case as reflected in the Borrowers’ books and records; (v) past due Taxes (an Availability Reserve): An amount equal to one hundred percent (100%) of the aggregate unpaid balance of all Taxes of the Borrowers which are past due, in each case as reflected in the Borrowers’ books and records; (vi) Shrink (an Inventory Reserve); (vii) supply Inventory (an Inventory Reserve); (viii) plan-o-gram Inventory (an Inventory Reserve); (ix) e-commerce Inventory (an Inventory Reserve); (x) closing Store Inventory (an Inventory Reserve); (xi) aged Inventory (an Inventory Reserve); (xii) custom framing (an Inventory Reserve); (xiii) classroom sales (an Inventory Reserve); and (xiv) damages (an Inventory Reserve). (c) The Administrative Agent shall have the right, at any time and from time to time on or after the Restatement Effective Closing Date in its Permitted Discretion to establishestablish new, or modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the eventexisting, condition eligibility criteria or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such ReserveReserves.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and, (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Sublimit Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein. (b) The Administrative Inventory Reserves and Availability Reserves as of the Closing Date are set forth in the Borrowing Base Certificate delivered pursuant to Section 4.01(c) hereof. (c) The Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such ReserveReserves.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap,; (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and; (iii) the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit; and (iv) after giving effect to all Credit Extensions, no Overadvance shall exist. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The Lead Borrower may request, no later than one (1) year prior to the Maturity Date, that the Aggregate Commitment (initially, $12,500,000) be increased (and that each Lender’s Revolving Credit Commitment be increased ratably) at any time on, or subsequent to, the date hereof (the “Commitment Increase Date”), by up to $2,500,000, in multiples of $500,000 (each, a “Commitment Increase”), to a maximum Aggregate Commitment of $15,000,000, subject to the terms and conditions in this clause (b). The Commitment Increase shall become effective upon the Commitment Increase Date so long as (i) (A) the representations and warranties contained in Article V hereof and in each other Loan Document, certificate or other writing delivered to the Administrative Agent, the Lenders or the L/C Issuer pursuant hereto or thereto on or prior to the Commitment Increase Date that are subject to materiality or Material Adverse Effect qualifications shall be true and correct in all respects and the representations and warranties contained in Article V hereof and in each other Loan Document, certificate or other writing delivered to the Administrative Agent, the Lenders or the L/C Issuer pursuant hereto or thereto that are not subject to materiality or Material Adverse Effect qualifications shall be true and correct in all material respects, in each case, as of the Commitment Increase Date as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (B) no Default or Event of Default shall have occurred and be continuing on the Commitment Increase Date or would result from the Commitment Increase under this Agreement or the other Loan Documents and (C) no default or other violation would result from the Commitment Increase under any Material Contract or any financing agreement or other documents with respect to indebtedness for borrowed money of any Borrower, and (ii) the Administrative Agent shall have received, no more than ten (10) Business Days and no less than three (3) Business Days prior to the Commitment Increase Date, the following: (A) a certificate of an Responsible Officer of the Lead Borrower, certifying as to clauses (A), (B) and (C) of subsection (i) above, and (B) any and all agreements, instruments and other documents reasonably requested by the Administrative Agent in connection with the Commitment Increase, each in form and substance reasonably satisfactory to the Administrative Agent; (iii) the Commitment Increase has been approved by the Administrative Agent, at the sole discretion of the Required Lenders and (iv) on or prior to the Commitment Increase Date, the Borrowers shall have paid the Administrative Agent, for the ratable benefit of the Lenders, a fee equal to one half of one percent (0.50%) of the amount of such Commitment Increase. The Agent shall be authorized to charge the Loan Account with such fee on or at any time after the Commitment Increase Date. (c) The following are the Reserves which may be established as of the Closing Date: (i) 100% of Customer Credit Liabilities (an Availability Reserve); (ii) 100% of Shrink (an Inventory Reserve); (iii) 100% of damaged, defective or otherwise unsaleable Inventory (an Inventory Reserve); (iv) 100% of charitable donations (an Availability Reserve); and (v) 100% of Florida sales tax (an Availability Reserve). (d) The Administrative Agent shall have the right, at any time and from time to time on or after the Restatement Effective Closing Date in its Permitted Discretion discretion to establishestablish new, or modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the eventexisting, condition eligibility criteria or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such ReserveReserves.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or Commitment and (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The following are the Inventory Reserves and Availability Reserves as of the Closing Date: (i) Shrink (an Inventory Reserve): An amount equal to one-half of one percent (0.50%) of the Inventory of SYL, LLC; (ii) Damages/Return to Vendor (an Inventory Reserve): An amount equal to one percent (1.0%) of the Inventory of the Borrowers; (iii) Customer Deposits (an Availability Reserve): An amount equal to one hundred percent (100%) of the customer deposits held by the Borrowers as reflected in the Borrowers’ books and records; (iv) Customer Credit Liabilities (an Availability Reserve): An amount equal to fifty percent (50%) of the Customer Credit Liabilities as reflected in the Borrowers’ books and records; (v) Rent (an Availability Reserve): An amount equal to two (2) months’ rent for all of the Borrowers’ leased locations in each Landlord Lien State (which, as of the Closing Date consists solely of the Syms Corp location in Falls Church, Virginia), other than leased locations with respect to which the Collateral Agent has received a Collateral Access Agreement in form reasonably satisfactory to the Collateral Agent; and (vi) Taxes (an Availability Reserve): An amount equal to the ad valorem taxes then due and owing by the Borrowers to any Texas taxing authority. (c) The Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to and shall provide the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reservesame.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap,lesser of (A) the Aggregate Commitments, or (B) the Borrowing Base; (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, ; and (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The following are the Inventory Reserves and Availability Reserves as of the Closing Date: (i) Shrink (an Inventory Reserve): An amount equal to two and one-quarter percent (2.25%) of the gross sales of the Borrowers since the date of the last physical inventory; (ii) Rent (an Availability Reserve): An amount equal to two (2) months’ rent for all of the Borrowers’ leased locations in Pennsylvania, Virginia and Washington, other than leased locations with respect to which the Collateral Agent has received a Collateral Access Agreement in form reasonably satisfactory to the Collateral Agent; and (iii) Customer Credit Liabilities (an Availability Reserve): An amount equal to fifty percent (50%) of the Customer Credit Liabilities as reflected in the Borrowers’ books and records. (c) The Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion Discretion, to establishestablish new, or modify or eliminate any existing, eligibility criteria or Reserves upon three (3) Business Days’ Days prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve changes with the Lead Borrower Borrowers at reasonable times and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer existsupon reasonable advance notice); provided that no such prior notice shall be required for (1i) changes to any eligibility criteria in a manner that would not result in a decrease in the amounts available to be borrowed by the Borrowers hereunder, (ii) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities)utilized, or (2iii) changes to Reserves or the establishment of additional Reserves if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserveestablished.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap,lesser of (A) the Aggregate Commitments, or (B) the Borrowing Base; (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and; (iii) the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit; and (iv) after giving effect to all Credit Extensions, no Overadvance shall exist. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The following are the Reserves which may be established as of the Closing Date: (i) rent (an Availability Reserve): An amount equal to two (2) months’ rent for all of the Borrowers’ leased locations in each Landlord Lien State, other than leased locations with respect to which the Collateral Agent has received a Collateral Access Agreement in form reasonably satisfactory to the Collateral Agent; (ii) Customer Credit Liabilities (an Availability Reserve); (iii) self funded health insurance (an Availability Reserve); (iv) Shrink (an Inventory Reserve); and (v) any additional Reserves described in the Borrowing Base Certificate delivered on the Closing Date. (c) The Administrative Agent shall have the right, at any time and from time to time on or after the Restatement Effective Closing Date in its Permitted Discretion discretion to establishestablish new, or modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the eventexisting, condition eligibility criteria or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such ReserveReserves.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s CommitmentCommitment at such time, or (y) such Lender’s Applicable Percentage of the Borrowing Base; Base at such time, subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap,; (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, ; and (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Prime Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The Inventory Reserves and Availability Reserves as of the Effective Date are set forth in the Borrowing Base Certificate delivered pursuant to Section 4.01(a)(vii) hereof. (c) The Administrative Agent shall have the rightright (i) to establish the Senior Notes Maturity Reserve at any time during the Senior Notes Reserve Period, and (ii) at any time and from time to time after the Restatement Effective Date in its Permitted Discretion Discretion, to establishestablish new, or modify or eliminate any existing, eligibility criteria or Reserves (other than the Senior Notes Maturity Reserve) upon three one (31) Business Days’ Day prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve changes with the Lead Borrower Borrowers at reasonable times and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer existsupon reasonable advance notice); provided that no such prior notice shall be required (i) after the occurrence and during the continuance of an Event of Default or (ii) for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserveutilized.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed the lesser of (x) such Lender’s CommitmentCommitment and (y) such Lender’s Applicable Percentage of the Borrowing Base, and (iii) the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein. (b) The Administrative Agent shall have the right, at any time and from time to time after the Second Restatement Effective Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities)utilized, or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserve.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate outstanding amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; , subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C LC Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and, (iiiii) the Outstanding Amount of all L/C LC Obligations shall not at any time exceed the Letter of Credit Sublimit, and (iii) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.012.01(a), prepay under Section 2.05, and reborrow under this Section 2.012.01(a). Committed Loans may be Base Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The Administrative Agent shall (i) have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion to establish, and modify or eliminate Reserves upon three eliminate, Reserves, and (3ii) so long as no Cash Dominion Trigger Period shall exist, give the Lead Borrower two (2) Business Days’ Days prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith before any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reservechange becomes effective.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and, (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein. (b) The Administrative Inventory Reserves and Availability Reserves as of the Closing Date are set forth in the Borrowing Base Certificate delivered pursuant to Section 4.01(c) hereof. (c) The Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer existsBorrowers); provided that no such prior written notice shall be required for (1) after the occurrence and during the continuance of a Default or Event of Default, (2) for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities)utilized, or (23) for changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period; provided, further, that no Borrowings shall be permitted (or Letters of Credit issued) against the newly proposed Reserves during any such three (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such ReserveBusiness Day period.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; , subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap,; (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and; (iii) the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The Administrative Inventory Reserves and Availability Reserves as of the Closing Date are set forth in the Borrowing Base Certificate delivered pursuant to Section 4.01(d) hereof. (c) The Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such ReserveReserves.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap,lesser of (A) the Aggregate Commitments, or (B) the Borrowing Base; (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed the lesser of (x) such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; and (iii) the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve . Any Extended Loans made in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent Section 2.16 and Customer Credit Liabilities), or (2) changes an Extension Amendment shall be subject to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis this Article II and shall constitute Committed Loans for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserveall purposes hereunder.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed the lesser of (x) such Lender’s CommitmentCommitment and (y) such Lender’s Applicable Percentage of the Borrowing Base, and (iii) the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein. (b) The Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities)utilized, or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserve.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such LenderXxxxxx’s Commitment, and, (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Sublimit Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate SOFR Loans, as further provided herein. (b) The Administrative Inventory Reserves and Availability Reserves as of the Closing Date are set forth in the Borrowing Base Certificate delivered pursuant to Section 4.01(c) hereof. (c) The Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion (including, without limitation, in connection with the inventory appraisal and field examination to be delivered within ninety (90) days after the Closing Date) to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer existsBorrowers); provided that no such prior notice shall be required for (1) at any time that an Event of Default is continuing, (2) for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilitiescustomer credit liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserve.or

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, Period in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; , subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap,; (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, ; and (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Prime Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The following are the Inventory Reserves and Availability Reserves as of the Closing Date: (i) Shrink (an Inventory Reserve): An amount equal to one-half of one percent (0.50%) of the gross sales of the Borrowers for the Fiscal Year to date; (ii) Rent (an Availability Reserve): An amount equal to two (2) months’ rent for all of the Borrowers’ leased locations in the States of Pennsylvania, Virginia and Washington, other than leased locations with respect to which the Collateral Agent has received a Collateral Access Agreement in form reasonably satisfactory to the Collateral Agent; (iii) Gift Certificate/Card and Merchandise Credit Liabilities (an Availability Reserve): An amount equal to seventy-five percent (75%) of the Gift Certificate/Card and Merchandise Credit Liabilities as reflected in the Borrowers’ books and records; (iv) Customer Deposits (an Availability Reserve): An amount equal to one hundred percent (100%) of the amount of all outstanding customer deposits as reflected in the Borrowers’ books and records; (v) Taxes (an Availability Reserve): An amount equal to $2,000,000 in respect of all outstanding Taxes and other governmental charges due and payable by the Borrowers on account of ad valorem, real estate, personal property and other Taxes; (vi) Letter of Credit Landing Costs (an Availability Reserve): Without duplication of the Reserves established pursuant to clause (vii) below, to the extent Eligible In-Transit Inventory or Inventory supported by an Eligible Letter of Credit is included in the Borrowing Base, landing costs and any other commissions, customs, duty, freight, and other out-of-pocket costs and expenses which will be expended by the Borrowers relative to such Inventory; (vii) Domestic Freight Costs (an Availability Reserve): To the extent Eligible In-Transit Inventory shipped from a domestic location is included in the Borrowing Base, an amount equal to the freight and other out-of-pocket costs and expenses which will be expended by the Borrowers to release such Inventory; (viii) Self-Funded Insurance Liabilities (an Availability Reserve): An amount equal to the average monthly amount paid to cover all claims and other liabilities which are self-insured by the Borrowers; (ix) Customer Refunds (an Availability Reserve): An amount equal to one hundred percent (100%) of the amount of all outstanding customer refund checks as reflected in the Borrowers’ books and records; and (x) Consignment Payables (an Availability Reserve): An amount equal to one hundred percent (100%) of the amount of all outstanding accounts payable owing to any consignment vendor. (c) The Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion Discretion, to establishestablish new, or modify or eliminate any existing, eligibility criteria or Reserves upon three two (32) Business Days’ Days prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve changes with the Lead Borrower Borrowers at reasonable times and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer existsupon reasonable advance notice); provided that no such prior notice shall be required (i) after the occurrence and during the continuance of a Default or Event of Default or (ii) for (1A) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent disclosed and Customer Credit Liabilities)utilized, or (2B) changes to any Reserves or the establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect has occurred or could reasonably be expected to the Lenders would occur were such Reserve Reserves not changed or established prior to the expiration of such three two (32) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserve.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees agrees, subject to the conditions set forth in Article IV hereof, to make a loan to the Initial Borrower on the Closing Date to pay a portion of the Merger Consideration, the Transaction Expenses, and to repay in full the Indebtedness pursuant to the Existing Credit Agreement, and thereafter, from time to time, to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in each case in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap,; (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and; (iii) the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit; and (iv) after giving effect to all Credit Extensions, no Overadvance shall exist. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The Inventory Reserves and Availability Reserves as of the Closing Date are set forth in the Borrowing Base Certificate delivered pursuant to Section 4.01(c) hereof. (c) The Administrative Agent shall have the right, at any time and from time to time on or after the Restatement Effective Closing Date in its Permitted Discretion to establishestablish new, or modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the eventexisting, condition eligibility criteria or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such ReserveReserves.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Domestic Lender severally agrees to make loans in Dollars (each such loan, a “Domestic Committed Loan”) to the Borrowers Domestic Borrower from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of such Domestic Lender’s Domestic Commitment, or (y) such Domestic Lender’s Applicable Percentage of the Domestic Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Domestic Committed Borrowing, the Domestic Total Outstandings shall not exceed the Domestic Loan Cap and the Total Outstandings shall not exceed the Loan Cap,, and (ii) after giving effect to any Domestic Committed Borrowing, the aggregate Outstanding Amount of the Domestic Committed Loans of any Domestic Lender, plus such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Domestic L/C Obligations, plus such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Domestic Swing Line Loans shall not exceed such Domestic Lender’s Domestic Commitment. (b) Subject to the terms and conditions set forth herein, each UK Lender severally agrees to make loans in Optional Currency (each such loan, a “UK Committed Loan”) to the UK Borrower from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of such UK Lender’s UK Commitment, or (y) such UK Lender’s Applicable Percentage of the UK Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any UK Committed Borrowing, the Total UK Outstandings shall not exceed the UK Loan Cap and the Total Outstandings shall not exceed the Loan Cap, and (iiiii) after giving effect to any UK Committed Borrowing, the aggregate Outstanding Amount of the UK Committed Loans of any UK Lender, plus such UK Lender’s Applicable Percentage of the Outstanding Amount of all UK L/C Obligations Obligations, plus such UK Lender’s Applicable Percentage of the Outstanding Amount of all UK Swing Line Loans shall not at any time exceed the Letter of Credit Sublimitsuch UK Lender’s UK Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein. (b) The Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserve.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Domestic Lender severally agrees to make loans in Dollars (each such loan, a “Domestic Committed Loan”) Loans to the Domestic Borrowers and the Foreign Borrower (subject to the provisions of subsection (c) below), from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of the Domestic Commitment of such Domestic Lender’s Commitment, or (y) such Lender’s the Applicable Percentage of the Domestic Borrowing BaseBase for such Domestic Lender; subject in each case to the following limitations: (i) after giving effect to any Domestic Committed Borrowing, the Domestic Total Outstandings shall not exceed the Domestic Loan Cap, (ii) after giving effect to any Domestic Committed Borrowing, the aggregate Outstanding Amount of the Domestic Committed Loans of any Domestic Lender, plus such Lender’s the Applicable Percentage of the Outstanding Amount of all Domestic L/C ObligationsObligations for such Domestic Lender, plus such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to the Domestic Borrowers shall not exceed the Domestic Commitment of such Domestic Lender’s Commitment, and (iii) the Outstanding Amount of all Domestic L/C Obligations shall not at any time exceed the Domestic Letter of Credit Sublimit. Within the limits of the Domestic Commitment for each Domestic Lender’s Commitment, and subject to the other terms and conditions hereof, the Domestic Borrowers (and the Foreign Borrower subject to the limitations provided herein) may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Canadian Lender severally agrees to make Canadian Committed Loans to the Canadian Borrower and the Foreign Borrower (subject to the provisions of subsection (c) below), from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of the Canadian Commitment of such Canadian Lender, or (y) the Applicable Percentage of the Canadian Borrowing Base for such Canadian Lender; subject in each case to the following limitations: (i) after giving effect to any Canadian Committed Borrowing, the Total Canadian Outstandings shall not exceed the Canadian Loan Cap, (ii) after giving effect to any Canadian Committed Borrowing, the aggregate Outstanding Amount of the Canadian Committed Loans of any Canadian Lender, plus the Applicable Percentage of the Outstanding Amount of all Canadian L/C Obligations for such Canadian Lender, plus such Canadian Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to the Canadian Borrower, shall not exceed the Canadian Commitment of such Canadian Lender, and (iii) the Outstanding Amount of all Canadian L/C Obligations shall not at any time exceed the Canadian Letter of Credit Sublimit. Within the limits of the Canadian Commitment for each Canadian Lender, and subject to the other terms and conditions hereof, the Canadian Borrower (and the Foreign Borrower subject to the limitations provided herein) may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. (c) Subject to the terms and conditions set forth herein, the Foreign Borrower may directly obtain Domestic Loans and Canadian Loans from time to time only if and to the extent that the following conditions are satisfied: (i) the Foreign Borrower must have utilized all then remaining Distribution Availability (or the Domestic Borrowers shall have borrowed all such remaining Distribution Availability, made an Investment in the amount of such remaining Distribution Availability in Distribution and Distribution shall have made an Investment in the amount of such remaining Distribution Availability in the Foreign Borrower); and (ii) after full utilization pursuant to subsection (i), above, the Foreign Borrower must have utilized all then remaining Canadian Availability (or the Canadian Borrower shall have borrowed all then remaining Canadian Availability and made an Investment in the amount of such remaining Canadian Availability in the Foreign Borrower); (iii) after giving effect to the proposed direct Borrowing by the Foreign Borrower, Excess Availability shall be greater than 60% of the Domestic Loan Cap (excluding the Distribution Borrowing Base); and (iv) all other conditions precedent to the obtaining of Credit Extensions by the Borrowers shall have been satisfied. (d) The following are the Inventory Reserves and Availability Reserves as of the Closing Date: (i) Shrink (an Inventory Reserve). In an amount to the accrual therefor in the Loan Parties’ general ledger. (ii) Other/Shows/Administrative Reserve (an Inventory Reserve). In an amount equal to 100% of the amount reflected therefor in the Loan Parties’ general ledger. (iii) Dilution Reserve (an Availability Reserve). In an amount equal to 8.1% of the Eligible Trade Receivables. (iv) Rent Reserve (an Availability Reserve). In an amount equal to three months rent for all leased distribution centers and all stores located in any jurisdiction in which a landlord’s lien may have priority over the Lien of the Collateral Agent or the Canadian Agent (v) Gift Certificates and Gift Cards (an Availability Reserve). In an amount equal to 100% of all outstanding gift certificates and gift cards issued by or on behalf of the Loan Parties. (vi) Beauty Club (an Availability Reserve). In an amount equal to 100% of the amount reflected therefor in the Loan Parties’ general ledger. (vii) GST/PST Reserve (an Availability Reserve). As to the Canadian Borrowing Base only, in an amount equal to all accrued taxes due to any Governmental Authority. (viii) WEPPA Reserve (an Availability Reserve). As to the Canadian Borrowing Base only, in an amount equal to all accrued payroll and payroll related items protected by the Wage Earner Protection Program Act (Canada). (e) Subject to the restrictions otherwise set forth in this Agreement, the Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ Days prior written notice to the Lead Borrower Borrowers, (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists)Borrowers; provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent Rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three two (32) Business Day period, or (3) any changes to Reserves when a Default or during the continuance of any Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such ReserveDefault.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or and (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap,; (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, ; and (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein. (b) The following are the Inventory Reserves and Availability Reserves as of the Effective Date: (i) Shrink (an Inventory Reserve): An amount equal to $1,500,000; (ii) Rent (an Availability Reserve): An amount equal to two (2) months’ rent for all of the Loan Parties’ leased locations in each Landlord Lien State, other than leased locations with respect to which the Collateral Agent has received a Collateral Access Agreement; and (iii) Customer Credit Liabilities (an Availability Reserve): An amount equal to (x) fifty percent (50%) of the Customer Credit Liabilities set forth in clause (a) of the definition thereof plus (y) one hundred percent (100%) of the Customer Credit Liabilities set forth in clause (b) of the definition thereof (in each case as reflected in the Loan Parties’ books and records). (c) The Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserve.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Sublimit Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein. (b) The Administrative Agent shall have following are the right, at any time Inventory Reserves and from time to time after Availability Reserves as of the Restatement Effective Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three Closing Date: (3i) Business Days’ prior written notice to the Lead Borrower Shrink (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations an Inventory Reserve): 100% of the amount thereof reflected on the Borrowers’ books and records (“Shrink”). (ii) Rent (an Availability reserve): Two months’ rent (but only if a landlord’s waiver, acceptable to the Collateral Agent, has not been received by the Collateral Agent) as to any of any Borrower’s locations in Pennsylvania, Virginia or Washington (“Rent”). (iii) Gift Certificates and Merchandise Credit Liabilities (an Availability reserve): 50% of the Reserve in accordance with amount thereof reflected on the methodology of calculation previously utilized Borrowers’ books and records. (such as, but not limited to, rent and Customer Credit Liabilities), or (2c) changes to The Administrative Agent may hereafter establish additional Reserves or establishment change any of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to foregoing Reserves, in the expiration exercise of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event the Permitted Discretion of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such ReserveAgent.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or and (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap,; (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, ; and (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The following are the Inventory Reserves and Availability Reserves as of the Closing Date: (i) Shrink (an Inventory Reserve): An amount equal to $1,900,000; (ii) Rent (an Availability Reserve): An amount equal to two (2) months’ rent for all of the Loan Parties’ leased locations in each Landlord Lien State, other than leased locations with respect to which the Collateral Agent has received a Collateral Access Agreement; and (iii) Customer Credit Liabilities (an Availability Reserve): An amount equal to (x) fifty percent (50%) of the Customer Credit Liabilities set forth in clause (a) of the definition thereof plus (y) one hundred percent (100%) of the Customer Credit Liabilities set forth in clause (b) of the definition thereof (in each case as reflected in the Loan Parties’ books and records). (c) The Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent Rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserve.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and, (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Sublimit Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The following are the Inventory Reserves and Availability Reserves as of the Closing Date: (i) Shrink Reserve (an Inventory Reserve): An amount equal to one hundred percent (100%) of the liability for shrink reserve reflected on the Borrowers’ consolidated balance sheet as of each month end; (ii) Rent Reserve (an Availability Reserve): An amount equal to two (2) months’ rent for all of the Borrowers’ leased locations in each Landlord Lien State, other than leased locations with respect to which the Collateral Agent has received a Collateral Access Agreement in form reasonably satisfactory to the Collateral Agent; (iii) Gift Card Reserve (an Availability Reserve): An amount equal to fifty percent (50%) of the liability for gift card reserves as reflected on Borrowers’ consolidated balance sheet as of each month end; and (iv) Royalty Reserve (an Availability/Inventory Reserve): An amount equal to the excess, if any, of (A) estimated amounts due or to become due to owners and licensors of trademarks and other intellectual property used by any Borrower resulting from the sale of Inventory in the six (6) months following any date of the determination of the Royalty Reserve over (B) any expenses for such amounts reflected in the Appraised Value of Eligible Inventory. (c) The Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion reasonable discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such ReserveBorrower.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x23) the amount of such Lender’s Commitment, or (y23) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed the lesser of (23) such Lender’s CommitmentCommitment and (23) such Lender’s Applicable Percentage of the Borrowing Base, and (iii) the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein. (b) The Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower Parent (during which period notice shall include a reasonably detailed description of such Reserve being established). During such three (3) Business Day period, the Administrative Agent shall be available to shall, if requested, discuss in good faith any such proposed Reserve or change with the Lead Borrower Parent and the Loan Parties Parent may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification change no longer exists)exists or exists in a manner that would result in the establishment of a lower Reserve or result in a lesser change, in each case, in a manner and to the extent reasonably satisfactory to the Administrative Agent; provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities)utilized, or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default existsexists or changes to Reserves to establish or change Reserves for Reserved Bank Products/ Cash Management Services pursuant to the notices received by the Administrative Agent pursuant to Section 2.17, Section 6.02(d)(iv) and Section 6.03(f), as applicable. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserve. Notwithstanding anything to the contrary herein, 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 and no reserves or changes shall be duplicative of reserves or changes already accounted for through eligibility criteria (including advance rates).

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans Obligations shall not exceed such Lender’s Commitment, and (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.052.04, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The Administrative Inventory Reserves and Availability Reserves as of the Closing Date are set forth in the Borrowing Base Certificate delivered pursuant to Section 4.01(c) hereof. (c) The Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists)Borrowers; provided that no such prior notice shall be required for (1) at any time that an Event of Default is continuing, (2) for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities)utilized, or (23) for changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes . The amount of any Availability Reserve established by the Agent shall have a reasonable relationship to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or other matter which that is the basis for such Availability Reserve as determined by the establishment Agent in its Permitted Discretion. In the event that the Agent determines in its Permitted Discretion that (a) the events, conditions or circumstances underlying the maintenance of a any Reserve no longer existsshall cease to exist or (b) the liability that is the basis for any Reserve has been reduced, then such Reserve shall be rescinded or reduced in an amount as determined in the Administrative Agent shall eliminate such ReserveAgent’s Permitted Discretion.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, ,: (I) each Domestic Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to theDomestic Loans, in Dollars, to the Domestic Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Domestic Commitment, or (y) such Domestic Lender’s Applicable Percentage of the Domestic Borrowing Base, (II) each Dutch Lender severally agrees to make Dutch Loans, in Dollars, Euros or Sterling (as selected by the Dutch Borrower), to the Dutch Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Dutch Lender’s Dutch Commitment, or (y) such Dutch Lender’s Applicable Percentage of the Dutch Borrowing Base, and (III) each UK Lender severally agrees to make UK Loans, in Dollars, Euros or Sterling (as selected by the UK Borrower), to the UK Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such UK Lender’s UK Commitment, or (y) such UK Lender’s Applicable Percentage of the UK Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Committed BorrowingBorrowingDomestic Credit Extension, the aggregate Outstanding Amount of the Committed CommittedDomestic Loans of any Domestic Lender, plus such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Domestic Commitment, and (iii) the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein. (b) The Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserve.,

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The Administrative Inventory Reserves and Availability Reserves as of the Second Restatement Date are set forth in the Borrowing Base Certificate delivered pursuant to Section 4.01(c). (c) The Agent shall have the right, at any time and from time to time after the Second Restatement Effective Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Reserves. The Agent shall be available to discuss in good faith not establish any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition which is duplicative of any other Reserve or matter that is the basis for any eligibility criteria whether or not such Reserve falls under more than one Reserve category or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserveeligibility criteria.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability PeriodPeriod on which the Agent’s offices are open to conduct business, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Maximum Loan Cap,Amount; (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender shall not exceed the lesser of (A) such Lender, plus ’s Commitment and (B) such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Borrowing Base; and Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow Committed Loans under this Section 2.01. Subject to the entry of a Final Financing Order that authorizes the payment in full of all outstanding Pre-Petition Obligations, on the Final Order Entry Date, the Borrowers shall request Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided hereinsufficient to pay off in full any outstanding Pre-Petition Obligations (other than contingent indemnification obligations for which a claim has not been asserted). (b) The Administrative Inventory Reserves, Availability Reserves, and Realty Reserves as of the Closing Date are set forth in the Borrowing Base Certificate delivered pursuant to Section 4.01(b) hereof. (c) The Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such ReserveReserves.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Domestic Lender severally agrees to make loans in Dollars (each such loan, a “Domestic Committed Loan”) Loans to the Domestic Borrowers and the Foreign Borrower (subject to the provisions of subsection (c) below), from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of the Domestic Commitment of such Domestic Lender’s Commitment, or (y) such Lender’s the Applicable Percentage of the Domestic Borrowing BaseBase for such Domestic Lender; subject in each case to the following limitations: (i) after giving effect to any Domestic Committed Borrowing, the Domestic Total Outstandings shall not exceed the Domestic Loan Cap, (ii) after giving effect to any Domestic Committed Borrowing, the aggregate Outstanding Amount of the Domestic Committed Loans of any Domestic Lender, plus such Lender’s the Applicable Percentage of the Outstanding Amount of all Domestic L/C ObligationsObligations for such Domestic Lender, plus such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to the Domestic Borrowers shall not exceed the Domestic Commitment of such Domestic Lender’s Commitment, and (iii) the Outstanding Amount of all Domestic L/C Obligations shall not at any time exceed the Domestic Letter of Credit Sublimit. Within the limits of the Domestic Commitment for each Domestic Lender’s Commitment, and subject to the other terms and conditions hereof, the Domestic Borrowers (and the Foreign Borrower subject to the limitations provided herein) may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Canadian Lender severally agrees to make Canadian Committed Loans to the Canadian Borrower and the Foreign Borrower (subject to the provisions of subsection (c) below), from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of the Canadian Commitment of such Canadian Lender, or (y) the Applicable Percentage of the Canadian Borrowing Base for such Canadian Lender; subject in each case to the following limitations: (i) after giving effect to any Canadian Committed Borrowing, the Total Canadian Outstandings shall not exceed the Canadian Loan Cap, (ii) after giving effect to any Canadian Committed Borrowing, the aggregate Outstanding Amount of the Canadian Committed Loans of any Canadian Lender, plus the Applicable Percentage of the Outstanding Amount of all Canadian L/C Obligations for such Canadian Lender, plus such Canadian Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to the Canadian Borrower, shall not exceed the Canadian Commitment of such Canadian Lender, and (iii) the Outstanding Amount of all Canadian L/C Obligations shall not at any time exceed the Canadian Letter of Credit Sublimit. Within the limits of the Canadian Commitment for each Canadian Lender, and subject to the other terms and conditions hereof, the Canadian Borrower (and the Foreign Borrower subject to the limitations provided herein) may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. (c) Subject to the terms and conditions set forth herein, the Foreign Borrower may directly obtain Domestic Loans and Canadian Loans from time to time only if and to the extent that the following conditions are satisfied: (i) the Foreign Borrower must have utilized all then remaining Arcadia Availability (or the Domestic Borrowers shall have borrowed all such remaining Arcadia Availability, made an Investment in the amount of such remaining Arcadia Availability in Arcadia and Arcadia shall have made an Investment in the amount of such remaining Arcadia Availability in the Foreign Borrower); (ii) after full utilization pursuant to subsection (i), above, the Foreign Borrower must have utilized all then remaining Canadian Availability (or the Canadian Borrower shall have borrowed all then remaining Canadian Availability and made an Investment in the amount of such remaining Canadian Availability in the Foreign Borrower); (iii) after giving effect to the proposed direct Borrowing by the Foreign Borrower, Excess Availability shall be greater than 60% of the Domestic Loan Cap (excluding the Arcadia Borrowing Base); and (iv) all other conditions precedent to the obtaining of Credit Extensions by the Borrowers shall have been satisfied. (d) The Inventory Reserves and Availability Reserves as of the Effective Date are set forth in the Borrowing Base Certificate delivered on the Effective Date. (e) Subject to the restrictions otherwise set forth in this Agreement, the Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ Days prior written notice to the Lead Borrower Borrowers, (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists)Borrowers; provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent Rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) any changes to Reserves when a Default or during the continuance of any Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such ReserveDefault.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Caplesser of (A) the Aggregate Commitments, or (B) the Borrowing Base, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and, (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Sublimit Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The following are the Inventory Reserves and Availability Reserves as of the Closing Date: (i) Additional Inventory Reserves in connection with damaged and defective goods, closed Stores and ineligible departments; (ii) Rent Reserve (an Availability Reserve): An amount equal to two (2) months’ rent for all of the Borrowers’ leased locations in each Landlord Lien State, other than leased locations with respect to which the Collateral Agent has received a Collateral Access Agreement in form reasonably satisfactory to the Collateral Agent; (iii) Customer Deposits Reserve (an Availability Reserve): An amount equal to one hundred percent (100%) of the Customer Deposits; (iv) Customer Credit Liabilities Reserve (an Availability Reserve): An amount equal to fifty percent (50%) of the Customer Credit Liabilities as reflected in the Borrowers’ books and records; and (v) Additional Availability Reserves in connection with Texas sales Taxes and Texas personal property Taxes. (c) The Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such ReserveReserves.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Domestic Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) Domestic Loans to the Domestic Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of the Domestic Commitment of such Domestic Lender’s Commitment, or (y) such Lender’s the Applicable Percentage of the Domestic Borrowing BaseBase for such Domestic Lender; subject in each case to the following limitations: (i) after giving effect to any Committed Domestic Borrowing, the Total Domestic Outstandings shall not exceed the Domestic Loan Cap, (ii) after giving effect to any Committed Domestic Borrowing, the aggregate Outstanding Amount of the Committed Domestic Loans of any Domestic Lender, plus such Lender’s (without duplication) the Applicable Percentage of the Outstanding Amount of all Domestic L/C ObligationsObligations for such Domestic Lender, plus such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to the Domestic Borrowers shall not exceed the Domestic Commitment of such Domestic Lender’s Commitment, and (iii) the Outstanding Amount of all Domestic L/C Obligations shall not at any time exceed the Domestic Letter of Credit Sublimit. Within the limits of the Domestic Commitment for each Domestic Lender’s Commitment, and subject to the other terms and conditions hereof, the Domestic Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Domestic Loans may be Base Domestic Prime Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Foreign Lender severally agrees to make Committed Foreign Loans to the applicable Foreign Borrower from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of the applicable Foreign Commitment of such Foreign Lender to such Foreign Borrower, or (y) the Applicable Percentage of the applicable Borrowing Base for such Foreign Borrower; subject in each case to the following limitations: (i) after giving effect to any Committed Foreign Borrowing, the Total Outstandings for any Foreign Borrower shall not exceed such Foreign Borrower’s Foreign Loan Cap, (ii) with respect to each Foreign Borrower, after giving effect to any Committed Foreign Borrowing made to such Foreign Borrower, the aggregate Outstanding Amount of the Committed Foreign Loans of any Foreign Lender to such Foreign Borrower, plus (without duplication) such Foreign Lender’s Applicable Percentage of the Outstanding Amount of all Foreign L/C Obligations for such Foreign Borrower, plus such Foreign Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to such Foreign Borrower, shall not exceed the applicable Foreign Commitment of such Foreign Lender, and (iii) the Outstanding Amount of all Foreign L/C Obligations for each Foreign Lender shall not at any time exceed the Foreign Letter of Credit Sublimit for each such Foreign Borrower. Within the limits of the applicable Foreign Commitments for each Foreign Lender, and subject to the other terms and conditions hereof, each Foreign Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Foreign Loans may be Prime Rate Loans, LIBO Rate Loans (if in Dollars), BBR Rate Loans, TIBOR Rate Loans or Canadian BA Rate Loans, as further provided herein. (c) Notwithstanding the limitations contained in Section 2.01(b), but subject to the terms and conditions set forth herein, each Foreign Borrower may obtain Overadvances (which shall not reduce the amount of Permitted Foreign Overadvances which the Administrative Agent may make with respect to such Foreign Borrower) from time to time only if and to the extent that the following conditions are satisfied: (i) such Foreign Borrower must have utilized all then remaining Foreign Availability under its Applicable Foreign Borrowing Base; (ii) after giving effect to the proposed Overadvance by such Foreign Borrower, the Total Outstandings of such Foreign Borrower shall not exceed such Foreign Borrower’s Aggregate Applicable Commitment; (iii) an Availability Reserve shall have been established under the Domestic Borrowing Base in an amount equal to the principal amount of the Overadvance made to such Foreign Borrower (so long as such Overadvance is outstanding) and after imposition of such Availability Reserve, Domestic Availability shall be at least $1.00; and (iv) all other conditions precedent to the obtaining of Credit Extensions by the Borrowers (other than the conditions set forth in Section 4.02(c) with respect to such Foreign Borrower only) shall have been satisfied. (d) The Inventory Reserves and Availability Reserves as of the Effective Date are set forth in the Borrowing Base Certificates delivered to the Administrative Agent pursuant to Section 4.01(c). (e) Subject to the provisions of Section 9.19, any Agent shall have the right, at any time and from time to time after the Restatement Effective Date Date, in its Permitted Discretion to establishestablish new, or modify or eliminate any existing Reserves. Availability Reserves will not be established or changed except upon three (3) Business Days’ prior written notice to the Lead applicable Borrower (during which period the Administrative Agent Agents shall be available to discuss in good faith any such proposed Availability Reserve with the Lead Borrower Borrowers and the Loan Parties Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such the Availability Reserve or modification no longer exists); provided that no such prior notice shall be required (i) after the occurrence and during the continuance of a Cash Dominion Event or if a Cash Dominion Event would arise from the establishment or change of such Availability Reserve, (ii) for (1) changes to any Availability Reserves resulting solely by virtue of mathematical calculations of the amount of the Availability Reserve in accordance with the methodology of calculation previously utilized utilized, (such as, but not limited to, rent iii) for the establishment of any Reserves in an amount equal to the unpaid balance relating to any Liens permitted under clauses (y) and Customer Credit Liabilities)(z) of the definition of Permitted Encumbrances, or (2iv) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect is reasonably likely to the Lenders would occur were arise by any delay in implementing such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Availability Reserve.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed the lesser of (x) such Lender’s CommitmentCommitment and (y) such Lender’s Applicable Percentage of the Borrowing Base, and (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Sublimit Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The Administrative Inventory Reserves, Receivables Reserves and Availability Reserves as of the Closing Date are set forth in the Borrowing Base Certificate delivered pursuant to Section 4.01(c) hereof. (c) The Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such ReserveReserves.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s CommitmentCommitment at such time, or (y) such Lender’s Applicable Percentage of the Borrowing Base; Base at such time, subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap,; (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, ; and (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Prime Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The following are the Inventory Reserves and Availability Reserves as of the Closing Date: (i) Rent Reserve (an Availability Reserve): An amount equal to one (1) month’s rent for all of the Borrowers’ leased locations in the States of Pennsylvania, Virginia and Washington, other than leased locations with respect to which the Collateral Agent has received a Collateral Access Agreement in form reasonably satisfactory to the Collateral Agent; (ii) Customer Credit Liabilities Reserve (an Availability Reserve): An amount equal to fifty percent (50%) of the Customer Credit Liabilities as reflected in the Borrowers’ books and records; (iii) Perishable Inventory Reserve (an Inventory Reserve): An amount equal to fifty percent (50%) of the Perishable Inventory reflected from time to time on the Borrowers’ books and records; (iv) PACA Reserve (an Availability Reserve): An amount equal to any liabilities owed at any time to any Person entitled to the benefits of PACA or any similar statute or regulation as reflected from time to time on the Borrowers’ books and records, which Reserve shall be $0 as of the Closing Date; (v) Buffalo Economic Renaissance Reserve (an Availability Reserve): An Amount equal to Two Hundred Thousand Dollars ($200,000); (vi) Retail Method Adjustment Reserve (an Inventory Reserve): An amount equal to Nine Million One Hundred Eighty-One Thousand Dollars ($9,181,000); and (vii) Dilution Reserve (an Availability Reserve): An amount equal to fifteen percent (15%) of Eligible Trade Receivables. (c) The Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion Discretion, to establishestablish new, or modify or eliminate any existing, eligibility criteria or Reserves upon three one (31) Business Days’ Day prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve changes with the Lead Borrower Borrowers at reasonable times and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer existsupon reasonable advance notice); provided that no such prior notice shall be required (i) after the occurrence and during the continuance of an Event of Default or (ii) for (1A) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities)utilized, or (2B) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect has occurred or could reasonably be expected to the Lenders would occur were such Reserve Reserves not changed or established prior to the expiration of such three one (31) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserve.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Revolving Domestic Lender severally agrees to make loans in Dollars (each such loan, a “Domestic Committed Loan”) Loans to the Borrowers Domestic Borrowers, from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of the Revolving Domestic Commitment of such Revolving Domestic Lender’s Commitment, or (y) such Lender’s the Applicable Percentage of the Domestic Borrowing BaseBase for such Revolving Domestic Lender; subject in each case to the following limitations: (i) after giving effect to any Domestic Committed Borrowing, the Revolving Domestic Total Outstandings shall not exceed the Revolving Domestic Loan Cap, (ii) after giving effect to any Domestic Committed Borrowing, the aggregate Outstanding Amount of the Domestic Committed Loans of any Revolving Domestic Lender, plus such Lender’s the Applicable Percentage of the Outstanding Amount of all Domestic L/C ObligationsObligations for such Revolving Domestic Lender, plus such Revolving Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to the Domestic Borrowers shall not exceed the Revolving Domestic Commitment of such Revolving Domestic Lender’s Commitment, and (iii) the Outstanding Amount of all Domestic L/C Obligations shall not at any time exceed the Domestic Letter of Credit Sublimit. Within the limits of the Revolving Domestic Commitment for each Revolving Domestic Lender’s Commitment, and subject to the other terms and conditions hereof, the Domestic Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein. (b) The Administrative Agent shall have Subject to the rightterms and conditions set forth herein, each Canadian Lender severally agrees to make Canadian Committed Loans to the Canadian Borrower, from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time and from time to time after outstanding the Restatement Effective Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three lesser of (3x) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration Canadian Commitment of such three (3) Business Day periodCanadian Lender, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserve.or

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Revolving Domestic Lender severally agrees to make loans in Dollars (each such loan, a “Domestic Committed Loan”) Loans to the Domestic Borrowers and the Foreign Borrower (subject to the provisions of subsection (c) below), from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of the Revolving Domestic Commitment of such Revolving Domestic Lender’s Commitment, or (y) such Lender’s the Applicable Percentage of the Domestic Borrowing BaseBase for such Revolving Domestic Lender; subject in each case to the following limitations: (i) after giving effect to any Domestic Committed Borrowing, the Revolving Domestic Total Outstandings shall not exceed the Revolving Domestic Loan Cap, (ii) after giving effect to any Domestic Committed Borrowing, the aggregate Outstanding Amount of the Domestic Committed Loans of any Revolving Domestic Lender, plus such Lender’s the Applicable Percentage of the Outstanding Amount of all Domestic L/C ObligationsObligations for such Revolving Domestic Lender, plus such Revolving Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to the Domestic Borrowers shall not exceed the Revolving Domestic Commitment of such Revolving Domestic Lender’s Commitment, and (iii) the Outstanding Amount of all Domestic L/C Obligations shall not at any time exceed the Domestic Letter of Credit Sublimit. Within the limits of the Revolving Domestic Commitment for each Revolving Domestic Lender’s Commitment, and subject to the other terms and conditions hereof, the Domestic Borrowers (and the Foreign Borrower subject to the limitations provided herein) may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Canadian Lender severally agrees to make Canadian Committed Loans to the Canadian Borrower and the Foreign Borrower (subject to the provisions of subsection (c) below), from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of the Canadian Commitment of such Canadian Lender, or (y) the Applicable Percentage of the Canadian Borrowing Base for such Canadian Lender; subject in each case to the following limitations: (i) after giving effect to any Canadian Committed Borrowing, the Total Canadian Outstandings shall not exceed the Canadian Loan Cap, (ii) after giving effect to any Canadian Committed Borrowing, the aggregate Outstanding Amount of the Canadian Committed Loans of any Canadian Lender, plus the Applicable Percentage of the Outstanding Amount of all Canadian L/C Obligations for such Canadian Lender, plus such Canadian Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to the Canadian Borrower, shall not exceed the Canadian Commitment of such Canadian Lender, and (iii) the Outstanding Amount of all Canadian L/C Obligations shall not at any time exceed the Canadian Letter of Credit Sublimit. Within the limits of the Canadian Commitment for each Canadian Lender, and subject to the other terms and conditions hereof, the Canadian Borrower (and the Foreign Borrower subject to the limitations provided herein) may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. (c) Subject to the terms and conditions set forth herein, the Foreign Borrower may directly obtain Revolving Domestic Loans and Canadian Loans from time to time only if and to the extent that the following conditions are satisfied: (i) the Foreign Borrower must have utilized all then remaining Arcadia Availability (or the Domestic Borrowers shall have borrowed all such remaining Arcadia Availability, made an Investment in the amount of such remaining Arcadia Availability in Arcadia and Arcadia shall have made an Investment in the amount of such remaining Arcadia Availability in the Foreign Borrower); (ii) after full utilization pursuant to subsection (i), above, the Foreign Borrower must have utilized all then remaining Canadian Availability (or the Canadian Borrower shall have borrowed all then remaining Canadian Availability and made an Investment in the amount of such remaining Canadian Availability in the Foreign Borrower); (iii) after giving effect to the proposed direct Borrowing by the Foreign Borrower, Excess Availability shall be greater than 60% of the Revolving Domestic Loan Cap (excluding the Arcadia Borrowing Base); and (iv) all other conditions precedent to the obtaining of Credit Extensions by the Borrowers shall have been satisfied. (d) The Inventory Reserves, the FILO Push Down Reserve and the Availability Reserves as of the First Amendment Effective Date are set forth in the Borrowing Base Certificate delivered on the First Amendment Effective Date. (e) Subject to the restrictions otherwise set forth in this Agreement, the Administrative Agent shall have the right, at any time and from time to time after the Restatement First Amendment Effective Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ Days prior written notice to the Lead Borrower Borrowers, (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer existsBorrowers); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent Rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) any changes to Reserves when a Default or during the continuance of any Event of Default exists. Promptly after Default. (f) Each FILO Lender severally agrees, on the Administrative Agent has knowledge that the eventterms and conditions hereinafter set forth, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserve.to make its

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Revolving Lender’s Revolving Commitment, or (y) such Revolving Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Revolving Outstandings shall not exceed the Revolving Loan Cap, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Revolving Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein. (b) The Administrative Agent shall have Each FILO Lender severally agrees, on the rightterms and conditions hereinafter set forth, at any time and from time to time after make its portion of the Restatement Effective FILO Loan to the Borrowers on the Closing Date in a principal amount equal to its Permitted Discretion to establishFILO Commitment. Amounts repaid in respect of the FILO Loan may not be reborrowed. Upon each applicable FILO Lender’s making of its portion of the FILO Loan on the Closing Date, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent FILO Commitment of such FILO Lender shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserveterminated.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Revolving Domestic Lender severally agrees to make loans in Dollars (each such loan, a “Domestic Committed Loan”) Loans to the Borrowers Domestic Borrowers, from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of the Revolving Domestic Commitment of such Revolving Domestic Lender’s Commitment, or (y) such Lender’s the Applicable Percentage of the Domestic Borrowing BaseBase for such Revolving Domestic Lender; subject in each case to the following limitations: (i) after giving effect to any Domestic Committed Borrowing, the Revolving Domestic Total Outstandings shall not exceed the Revolving Domestic Loan Cap, (ii) after giving effect to any Domestic Committed Borrowing, the aggregate Outstanding Amount of the Domestic Committed Loans of any Revolving Domestic Lender, plus such Lender’s the Applicable Percentage of the Outstanding Amount of all Domestic L/C ObligationsObligations for such Revolving Domestic Lender, plus such Revolving Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to the Domestic Borrowers shall not exceed the Revolving Domestic Commitment of such Revolving Domestic Lender’s Commitment, and (iii) the Outstanding Amount of all Domestic L/C Obligations shall not at any time exceed the Domestic Letter of Credit Sublimit. Within the limits of the Revolving Domestic Commitment for each Revolving Domestic Lender’s Commitment, and subject to the other terms and conditions hereof, the Domestic Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Canadian Lender severally agrees to make Canadian Committed Loans to the Canadian Borrower, from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of the Canadian Commitment of such Canadian Lender, or (y) the Applicable Percentage of the Canadian Borrowing Base for such Canadian Lender; subject in each case to the following limitations: (i) after giving effect to any Canadian Committed Borrowing, the Canadian Total Outstandings shall not exceed the Canadian Loan Cap, (ii) after giving effect to any Canadian Committed Borrowing, the aggregate Outstanding Amount of the Canadian Committed Loans of any Canadian Lender, plus the Applicable Percentage of the Outstanding Amount of all Canadian L/C Obligations for such Canadian Lender, plus such Canadian Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to the Canadian Borrower, shall not exceed the Canadian Commitment of such Canadian Lender, and (iii) the Outstanding Amount of all Canadian L/C Obligations shall not at any time exceed the Canadian Letter of Credit Sublimit. Within the limits of the Canadian Commitment for each Canadian Lender, and subject to the other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. (c) The Inventory Reserves and the Availability Reserves as of the ThirdFifth Amendment Effective Date are set forth in the Borrowing Base Certificate delivered on the ThirdFifth Amendment Effective Date. (d) Subject to the restrictions otherwise set forth in this Agreement, the Administrative Agent shall have the right, at any time and from time to time after the Restatement ThirdFifth Amendment Effective Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ Days prior written notice to the Lead Borrower Borrowers, (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer existsBorrowers); provided that (i) no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent Rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) any changes to Reserves when a Default or during the continuance of any Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer existsand (ii) upon such notice, the Administrative Agent shall eliminate Borrowers will not be permitted to borrow so as to exceed the Domestic Borrowing Base, Canadian Borrowing Base or Combined Borrowing Base after giving effect to such Reservenew or modified Reserves.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) a. after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) b. after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and, (iii) the c. The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Sublimit Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein. (bi. The Inventory Reserves and Availability Reserves as of the Closing Date are set forth in the Borrowing Base Certificate delivered pursuant to Section 4.01(c) hereof. ii. The Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion to establish, modify or eliminate Reserves upon subject to the provisions contained in the defined terms “Availability Reserves” and “Inventory Reserves”. i. Borrowings, Conversions and Continuations of Committed Loans. iii. Committed Loans (other than Swing Line Loans) shall be either Base Rate Loans or LIBOR Rate Loans as the Lead Borrower may request subject to and in accordance with this Section 2.02. All Swing Line Loans shall be only Base Rate Loans. Subject to the other provisions of this Section 2.02, Committed Borrowings of more than one Type may be incurred at the same time. iv. Each request for a Committed Borrowing consisting of a Base Rate Loan shall be made by electronic request of the Lead Borrower through the Agent’s Commercial Electronic Office Portal or through such other electronic portal provided by the Agent (the “Portal”), which must be received by the Agent not later than 2:00 p.m. on the requested date of any Borrowing of Base Rate Loans. The Borrowers hereby acknowledge and agree that any request made through the Portal shall be deemed made by a Responsible Officer of the Borrowers. Each request for a Committed Borrowing consisting of a LIBOR Rate Loan shall be made pursuant to the Borrowers’ submission of a LIBOR Rate Loan Notice, which must be received by the Agent not later than 11:00 a.m. three (3) Business Days’ Days prior written notice to the requested date of any Borrowing or continuation of LIBOR Rate Loans. Each LIBOR Rate Loan Notice shall specify (i) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (ii) the principal amount of LIBOR Rate Loans to be borrowed or continued (which shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof), and (iii) the duration of the Interest Period with respect thereto. If the Lead Borrower fails to specify an Interest Period, they will be deemed to have specified an Interest Period of one month. On the requested date of any LIBOR Rate Loan, (during i) in the event that Base Rate Loans are outstanding in an amount equal to or greater than the requested LIBOR Rate Loan, all or a portion of such Base Rate Loans shall be automatically converted to a LIBOR Rate Loan in the amount requested by the Borrower, and (ii) if Base Rate Loans are not outstanding in an amount at least equal to the requested LIBOR Rate Loan, the Lead Borrower shall make an electronic request via the Portal for additional Base Rate Loans in an such amount, when taken with the outstanding Base Rate Loans (which period shall be converted automatically at such time), as is necessary to satisfy the Administrative requested LIBOR Rate Loan. If the Lead Borrower fails to make such additional request via the Portal as required pursuant to clause (ii) of the foregoing sentence, then the Borrowers shall be responsible for all amounts due pursuant to Section 3.05 hereof arising on account of such failure. If the Lead Borrower fails to give a timely notice with respect to any continuation of a LIBOR Rate Loan, then the applicable Committed Loans shall be converted to Base Rate Loans, effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loans. All requests for a Committed Borrowing which are not made by electronic request of the Lead Borrower through the Portal shall be subject to (and unless the Agent elects otherwise in the exercise of its sole discretion, such Committed Borrowing shall not be made until the completion of) the Agent’s authentication process (with results satisfactory to the Agent) prior to the funding of any such requested Committed Loan. v. The Agent shall be promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(b). In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to discuss the Agent in good faith immediately available funds at the Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Agent shall use reasonable efforts to make all funds so received available to the Borrowers in like funds by no later than 4:00 p.m. on the day of receipt by the Agent either by (i) crediting the account of the Lead Borrower on the books of Xxxxx Fargo with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Agent by the Borrower. vi. The Agent, without the request of the Borrower, may advance any interest, fee, service charge (including direct wire fees), Credit Party Expenses, or other payment to which any Credit Party is entitled from the Loan Parties pursuant hereto or any other Loan Document and may charge the same to the Loan Account notwithstanding that an Overadvance may result thereby. The Agent shall advise the Lead Borrower of any such proposed Reserve with advance or charge promptly after the making thereof. Such action on the part of the Agent shall not constitute a waiver of the Agent’s rights and the Borrowers’ obligations under Section 2.05(c). Any amount which is added to the principal balance of the Loan Account as provided in this Section 2.02(d) shall bear interest at the interest rate then and thereafter applicable to Base Rate Loans. vii. Except as otherwise provided herein, a LIBOR Rate Loan may be continued or converted only on the last day of an Interest Period for such LIBOR Rate Loan. During the existence of a Default or an Event of Default, no Loans may be requested as, converted to or continued as LIBOR Rate Loans without the Consent of the Required Lenders. viii. The Agent shall promptly notify the Lead Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBOR Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Agent shall notify the Lead Borrower and the Lenders of any change in Xxxxx Fargo’s prime rate used in determining the Base Rate promptly following the public announcement of such change. ix. After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than eight (8) Interest Periods in effect with respect to LIBOR Rate Loans. x. The Agent, the Lenders, the Swing Line Lender and the L/C Issuer shall have no obligation to make any Loan Parties may take such action as may be required so that or to provide any Letter of Credit if an Overadvance would result. The Agent may, in its discretion, make Permitted Overadvances without the eventconsent of the Borrowers, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice Lenders, the Swing Line Lender and the L/C Issuer and the Borrowers and each Lender and L/C Issuer shall be required bound thereby. Any Permitted Overadvance may constitute a Swing Line Loan. A Permitted Overadvance is for (1) changes the account of the Borrowers and shall constitute a Base Rate Loan and an Obligation and shall be repaid by the Borrowers in accordance with the provisions of Section 2.05(c). The making of any such Permitted Overadvance on any one occasion shall not obligate the Agent or any Lender to make or permit any Reserves resulting solely Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by virtue the Agent of mathematical calculations a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.03 regarding the Lenders’ obligations to purchase participations with respect to Letter of Credits or of Section 2.04 regarding the Lenders’ obligations to purchase participations with respect to Swing Line Loans. The Agent shall have no liability for, and no Loan Party or Credit Party shall have the right to, or shall, bring any claim of any kind whatsoever against the Agent with respect to Unintentional Overadvances regardless of the amount of the Reserve in accordance with the methodology of calculation previously utilized (any such as, but not limited to, rent and Customer Credit LiabilitiesOveradvance(s), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserve.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such LenderXxxxxx’s Commitment, and, (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate SOFR Loans, as further provided herein. (b) The Administrative Inventory Reserves and Availability Reserves as of the Closing Date are set forth in the Borrowing Base Certificate delivered pursuant to Section 4.01(c) hereof. (c) The Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice subject to the Lead Borrower (during which period provisions contained in the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower defined terms “Availability Reserves” and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserve“Inventory Reserves”.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Caplesser of (A) the Aggregate Commitments and (B) the Borrowing Base, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and, (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Sublimit Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Prime Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The Administrative Agent shall have following are the right, Inventory Reserves and Availability Reserves as of the Closing Date: (i) Shrink (an Inventory Reserve): An amount equal to the amount accrued for shrink as reflected on the Lead Borrower’s general ledger at any time and from time to time after the Restatement Effective Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserve.determination;

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan lesser of (A) the Aggregate Commitments, or (B) the Borrowing BaseLoan Cap, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and, (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Sublimit Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The following are the Inventory Reserves and Availability Reserves as of the Closing Date: (i) Shrink Reserve (an Inventory Reserve): An amount equal to 0.85% of the Cost of Inventory on hand at retail Stores as of the end of each Fiscal Quarter, and $100,000 with respect to the Inventory at wholesale, as such shrink reserve may be adjusted based on current trends, and subject to the reasonable business judgment of the Administrative Agent; (ii) Rent Reserve (an Availability Reserve): An amount equal to two (2) months’ rent for all of the Borrowers’ leased locations in each Landlord Lien State, other than leased locations with respect to which the Collateral Agent has received a Collateral Access Agreement in form reasonably satisfactory to the Collateral Agent; (iii) Customer Deposits Reserve (an Availability Reserve): An amount equal to fifty percent (50%) of the Customer Deposits; and (iv) Customer Credit Liabilities Reserve (an Availability Reserve): An amount equal to fifty percent (50%) of the Customer Credit Liabilities (except an amount equal to one hundred percent (100%) with respect to layaways), as reflected in the Borrowers’ books and records. Second Amendment Effective Date are set forth in the Borrowing Base Certificate delivered pursuant to Section 4(h) of the Second Amendment. (c) The Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such ReserveReserves.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans Obligations shall not exceed such Lender’s Commitment, and (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The Administrative Inventory Reserves and Availability Reserves as of the Closing Date are set forth in the Borrowing Base Certificate delivered pursuant to Section 4.01(c) hereof. (c) The Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3) Business Days’ Days prior written notice to the Lead Borrower Borrower, (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer existsBorrowers); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilitiescustomer credit liabilities), or (2) changes to Reserves or establishment of additional Reserves to the extent permitted pursuant to the definition of “Availability Reserves” if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or if an Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reservecontinuing.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and, (iii) the The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit, and (iv) The Outstanding Amount of the L/C Obligations with respect to Standby Letters of Credit shall not exceed the Standby Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) The Administrative Inventory Reserves and Availability Reserves as of the Closing Date are set forth in the Borrowing Base Certificate delivered pursuant to Section 4.01(c) hereof. (c) The Agent shall have the right, at any time and from time to time after the Restatement Effective Closing Date in its Permitted Discretion to establish, modify or eliminate Reserves upon three (3three) 3 Business Days’ prior written notice to the Lead Borrower Borrower, (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that provided, that, no such prior notice shall be required for (1) for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilitiescustomer credit liabilities), or (2) for changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserve.

Committed Loans; Reserves. (a) (a) Subject to the terms and conditions set forth herein, the outstanding loans to Domestic Borrowers funded under the Existing ABL Credit Agreement by each Domestic Lender are hereby continued, amended and restated as a Committed Domestic Loan under this Agreement. Subject to the terms and conditions set forth herein, each Domestic Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) Domestic Loans to the Domestic Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of the Domestic Commitment of such Domestic Lender’s Commitment, or (y) such Lender’s the Applicable Percentage of the Domestic Borrowing BaseBase for such Domestic Lender; subject in each case to the following limitations: (i) after giving effect to any Committed Domestic Borrowing, the Total Domestic Outstandings shall not exceed the Domestic Loan Cap, (ii) after giving effect to any Committed Domestic Borrowing, the aggregate Outstanding Amount of the Committed Domestic Loans of any Domestic Lender, plus such Lender’s (without duplication) the Applicable Percentage of the Outstanding Amount of all Domestic L/C Obligations, plus Obligations for such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans Domestic Lender shall not exceed the Domestic Commitment of such Domestic Lender’s Commitment, and (iii) the Outstanding Amount of all Domestic L/C Obligations shall not at any time exceed the Domestic Letter of Credit Sublimit. Within the limits of the Domestic Commitment for each Domestic Lender’s Commitment, and subject to the other terms and conditions hereof, the Domestic Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Domestic Loans may be Base Domestic Prime Rate Loans or LIBOR LIBO Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, the outstanding loans to the Foreign Borrowers funded under the Existing ABL Credit Agreement immediately prior to the effectiveness hereof by each Foreign Lender are hereby continued, amended and restated as a Committed Foreign Loan under this Agreement. Subject to the terms and conditions set forth herein, each Foreign Lender severally agrees to make a single Committed Foreign Loan to the applicable Foreign Borrower (other than the Japanese Borrower) on the Effective Date, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of the applicable Foreign Commitment of such Foreign Lender to such Foreign Borrower or (y) the Applicable Percentage of the applicable Borrowing Base for such Foreign Borrower; subject in each case to the following limitations: (i) after giving effect to any Committed Foreign Borrowing, the Total Outstandings for any Foreign Borrower shall not exceed such Foreign Borrower’s Foreign Loan Cap, and (ii) with respect to each Foreign Borrower, after giving effect to any Committed Foreign Borrowing made to such Foreign Borrower, the aggregate Outstanding Amount of the Committed Foreign Loans of any Foreign Lender to such Foreign Borrower, plus (without duplication) such Foreign Lender’s Applicable Percentage of the Outstanding Amount of all Australian L/C Obligations for such Foreign Borrower, shall not exceed the applicable Foreign Commitment of such Foreign Lender, After the making of the Committed Foreign Loans on the Effective Date, the Foreign Commitments shall be automatically terminated. (c) [Reserved]. (d) The Inventory Reserves and Availability Reserves as of the Effective Date are set forth in the Borrowing Base Certificates delivered to the Administrative Agent pursuant to Section 4.01(c). (e) Any Agent shall have the right, at any time and from time to time after the Restatement Effective Date Date, in its Permitted Discretion to establishestablish new, or modify or eliminate any existing Reserves without prior notice to any Loan Party. Availability Reserves will not be established or changed except upon three one (31) Business Days’ Day’s prior written notice to the Lead applicable Borrower (during which period the Administrative Agent Agents shall be available to discuss in good faith any such proposed Availability Reserve with the Lead Borrower Borrowers and the Loan Parties Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such the Availability Reserve or modification no longer exists); provided that no such prior notice shall be required (i) after the occurrence and during the continuance of an Event of Default or if an Event of Default would arise from the establishment or change of such Availability Reserve, (ii) for (1) changes to any Availability Reserves resulting solely by virtue of mathematical calculations of the amount of the Availability Reserve in accordance with the methodology of calculation previously utilized utilized, (such as, but not limited to, rent iii) for the establishment of any Reserves in an amount equal to the unpaid balance relating to any Liens permitted under clauses (y) and Customer Credit Liabilities)(z) of the definition of Permitted Encumbrances, or (2iv) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect is reasonably likely to the Lenders would occur were arise by any delay in implementing such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Availability Reserve.

Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Domestic Lender severally agrees to make loans in Dollars (each such loan, a “Domestic Committed Loan”) Loans to the Borrowers Domestic Borrower from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of the Domestic Commitment of such Domestic Lender’s Commitment, or and (y) such Domestic Lender’s Applicable Percentage of the Domestic Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Domestic Committed Borrowing, the Domestic Total Outstandings shall not exceed the Loan CapDomestic Availability, (ii) after giving effect to any Domestic Committed Borrowing, the aggregate Outstanding Amount of the Domestic Committed Loans of any Domestic Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Domestic L/C Obligations, plus such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans made to the Domestic Borrower shall not exceed the Domestic Commitment of such Domestic Lender’s Commitment, and (iii) the The Outstanding Amount of all Domestic L/C Obligations shall not at any time exceed the Domestic Letter of Credit Sublimit. Within the limits of the Domestic Commitment for each Domestic Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Domestic Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Canadian Lender severally agrees to make Canadian Committed Loans to the Canadian Borrower, from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of the Canadian Commitment of such Canadian Lender, and (y) such Canadian Lender’s Applicable Percentage of the Canadian Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Canadian Committed Borrowing, the Canadian Total Outstandings shall not exceed Canadian Availability, (ii) after giving effect to any Canadian Committed Borrowing, the aggregate Outstanding Amount of the Canadian Committed Loans of any Canadian Lender, plus the Applicable Percentage of the Outstanding Amount of all Canadian L/C Obligations for such Canadian Lender, shall not exceed the Canadian Commitment of such Canadian Lender, and (iii) the Outstanding Amount of all Canadian L/C Obligations shall not at any time exceed the Canadian Letter of Credit Sublimit. Within the limits of the Canadian Commitment for each Canadian Lender, and subject to the other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. (c) Subject to the terms and conditions set forth herein, each German Lender severally agrees to make German Committed Loans to the German Borrower, from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of the German Commitment of such German Lender, and (y) such German Lender’s Applicable Percentage of the German Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any German Committed Borrowing, the German Total Outstandings shall not exceed German Availability, (ii) after giving effect to any German Committed Borrowing, the aggregate Outstanding Amount of the German Committed Loans of any Canadian Lender, plus the Applicable Percentage of the Outstanding Amount of all German L/C Obligations for such German Lender, shall not exceed the German Commitment of such German Lender, and (iii) the Outstanding Amount of all German L/C Obligations shall not at any time exceed the German Letter of Credit Sublimit. Within the limits of the German Commitment for each German Lender, and subject to the other terms and conditions hereof, the German Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. (d) Subject to the terms and conditions set forth herein, each UK Lender severally agrees to make UK Committed Loans to the UK Borrower, from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of the UK Commitment of such UK Lender, and (y) such UK Lender’s Applicable Percentage of the UK Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any UK Committed Borrowing, the UK Total Outstandings shall not exceed UK Availability, (ii) after giving effect to any UK Committed Borrowing, the aggregate Outstanding Amount of the UK Committed Loans of any UK Lender, plus the Applicable Percentage of the Outstanding Amount of all UK L/C Obligations for such UK Lender, shall not exceed the UK Commitment of such UK Lender, and (iii) the Outstanding Amount of all UK L/C Obligations shall not at any time exceed the UK Letter of Credit Sublimit. Within the limits of the UK Commitment for each UK Lender, and subject to the other terms and conditions hereof, the UK Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. (e) The Administrative initial Reserves on the Closing Date are as set forth in the Borrowing Base Certificate delivered to the Agent pursuant to Section 4.01 hereof. Subject to the restrictions otherwise set forth in this Agreement, the Agent shall have the right, at any time and from time to time after the Restatement Effective Date in its Permitted Discretion right to establish, modify or eliminate Reserves upon three (3) Business Days’ prior written notice to against the Lead Borrower (during which period the Administrative Agent shall be available to discuss Combined Borrowing Base assets in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserveits Permitted Discretion.