Execution Version

LIBOR HARDWIRE TRANSITION AMENDMENT

AMENDMENT NO. 4 TO
CREDIT AGREEMENT

AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of June 16, 2023 (this “Fourth Amendment”), to the Five-Year Credit Agreement, dated as of May 13, 2015 (as amended by that certain Amendment No. 1 to Credit Agreement dated as of August 9, 2017, by that certain Amendment No. 2 to Credit Agreement dated as of April 30, 2020, by that certain Amendment No. 3 to Credit Agreement dated as of April 28, 2021 and as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among DILLARD’S, INC., a Delaware corporation (the “Parent Borrower”), the other BORROWERS party thereto, the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, the “Agent”).  Capitalized terms used but not defined herein shall have the meanings given them in the Amended Credit Agreement (as defined below).

WITNESSETH

WHEREAS, certain loans, commitments and/or other extensions of credit under the Existing Credit Agreement denominated in Dollars incur or are permitted to incur interest, fees or other amounts based on the LIBO Screen Rate (as defined in the Existing Credit Agreement) in accordance with the terms of the Existing Credit Agreement; and

WHEREAS, the Agent, the Borrowers and the Lenders have determined in accordance with the Existing Credit Agreement that the LIBO Screen Rate for Dollars should be replaced with an alternate rate of interest and the parties to this Fourth Amendment hereby agree that such changes shall become effective on the Conforming Changes Effective Date (as defined below).

NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and agreements herein contained and intending to be legally bound hereby, covenant and agree as follows:

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Without limiting the generality of the provisions of Section 9.02(c) of the Amended Credit Agreement, for purposes of determining compliance with the condition specified in this Section 2, each Lender that has signed this Fourth Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 2 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received notice from such Lender prior to the Conforming Changes Effective Date specifying its objection thereto.  All documents executed or submitted pursuant to this Section 2 by and on behalf of the Borrowers shall be in form and substance reasonably satisfactory to the Agent and its counsel.  The Agent shall notify the Borrowers and the Lenders of the Conforming Changes Amendment Effective Date, and such notice shall be conclusive and binding.

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[SIGNATURES APPEAR ON FOLLOWING PAGES]

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IN WITNESS WHEREOF, the parties hereto, by their  officers thereunto duly authorized, have executed this Fourth Amendment as of the day and year first above written.

PARENT BORROWER:

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DILLARD’S, INC.

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By:/s/ Chris Johnson

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SUBSIDIARY BORROWERS:

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600 CARNAHAN DRIVE OPERATIONS, LLC

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By:/s/ Chris Johnson

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600 CARNAHAN DRIVE PROPERTY, LLC

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By:/s/ Chris Johnson

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CONDEV NEVADA, INC.

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By:/s/ Jo Margaret Bennett

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CONSTRUCTION DEVELOPERS, LLC

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By:/s/ William Dillard, III

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DILLARD INTERNATIONAL, LLC

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By:/s/ Carol Koros

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DILLARD INVESTMENT CO. INC.

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By:/s/ Chris Johnson

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DILLARD STORE SERVICES, INC.

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By:/s/ Jo Margaret Bennett

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DILLARD TENNESSEE OPERATING LIMITED

PARTNERSHIP

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By:/s/ David Cherry

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DILLARD TEXAS CENTRAL, LLC

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By:/s/ Kadee Kelley

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DILLARD TEXAS EAST, LLC

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By:/s/ Steven Duke

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DILLARD TEXAS FOUR-POINT, LLC

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By:/s/ Tammy Barnes

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DILLARD TEXAS SOUTH, LLC

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By:/s/ Matt Banks

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DILLARD TEXAS, LLC

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By:/s/ Tammy Barnes

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DILLARD’S UTAH, INC.

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By:/s/ Chris Johnson

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DILLARD’S DOLLARS, INC.

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By:/s/ Taylor Owens

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DSS NEIL OPERATIONS, LLC

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By:/s/ Taylor Moore

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DSS UNITER, LLC

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By:/s/ Chris Johnson

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FORT WORTH BORROWER LLC

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By:/s/ Chris Johnson

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FREMAUX HOLDINGS, LLC

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By:/s/ Chris Johnson

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HIGBEE GAK, LP

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By:/s/ Nick Hoffpauir

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HIGBEE INVESTCO, LLC

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By:/s/ Whitney Bollen

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HIGBEE LANCOMS, LP

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By:/s/ Brant Musgrave

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HIGBEE LOUISIANA, LLC

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By:/s/ Don Powers

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HIGBEE SALVA, LP

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By:/s/ Marolyn Deakins

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HIGBEE WEST MAIN, LP

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By:/s/ Bobby Barrett

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LITTLE ROCK BORROWER LLC

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By:/s/ Chris Johnson

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CALIFORNIA DSS, INC.

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By:/s/ Jo Margaret Bennett

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PULASKI REALTY COMPANY

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By:/s/ Chris Johnson

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THE HIGBEE COMPANY, LLC

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By:/s/ Dean Lusk

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TNLP INVESTCO, LLC

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By:/s/ David Cherry

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U.S. ALPHA, INC.

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By:/s/ Julie Guymon

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HIGBEE KYG, LP

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By:/s/ Nick Hoffpauir

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JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Collateral Agent, a Lender and an Issuing Lender

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By:/s/ Hai Nguyen

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PNC BANK, NATIONAL ASSOCIATION, as a Lender

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By:/s/ Sari Garrick

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REGIONS BANK, as a Lender

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By:/s/ Alberto Casasus

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TRUIST BANK, as a Lender

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By:/s/ Kelly M. Thomas

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BANK OF AMERICA, N.A., as a Lender

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By:/s/ David Adler

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CITIZENS BANK, N.A., as a Lender

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By:/s/ Peter M. Walther

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TD BANK, N.A., as a Lender

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By:/s/ Antimo Barbieri

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WELLS FARGO BANK, N.A., as a Lender

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By:/s/ Christine Scott

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TEXAS CAPITAL BANK, as a Lender

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By:/s/ Megan Perkins

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CITIBANK, N.A., as a Lender

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By:/s/ Robert J. Kane

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SIMMONS BANK, as a Lender

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By:/s/ Dexter Lewis

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ANNEX I

AMENDED CREDIT AGREEMENT

[See attached]

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EXECUTION VERSION

FIVE-YEAR CREDIT AGREEMENT

dated as of
May 13, 2015,
as amended as of August 9, 2017, as of April 30, 2020 and, as of April 28, 2021 and June 16, 2023

among

DILLARD’S, INC.,
as Parent Borrower for the Borrowers,

The Other BORROWERS Party Hereto,

The LENDERS Party Hereto,

and

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

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JPMORGAN CHASE BANK, N.A.,
PNC CAPITAL MARKETS LLC,
REGIONS CAPITAL MARKETS,
and
TRUIST SECURITIES, INC.,
as Third Amendment Arrangers

BANK OF AMERICA, N.A.,
CITIZENS BANK, N.A.,
and
TD BANK, N.A.,
as Third Amendment Syndication Agents

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TABLE OF CONTENTS

Page

Article I Definitions‌1

Article II Amount and Terms of Credit‌4948

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Article III Loan Guaranty‌92

Article IV Representations and Warranties‌97

Article V Conditions‌101

Article VI Affirmative Covenants‌104

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Article VII Negative Covenants‌112

Article VIII Events of Default‌121

Article IX The Agent‌125

Article X Miscellaneous‌137

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EXHIBITS

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SCHEDULES

1.1Lenders and Commitments

1.2Bonds

2.24(a) DDAs

2.24(b) Credit Card Arrangements

4.05(c)(i) Title to Properties; Real Estate Owned

4.05(c)(ii) Leased Properties

4.06Disclosed Matters

4.12Subsidiaries

4.13Insurance

7.01Indebtedness

7.02Liens

7.04Restrictive Agreements

7.10Investments

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FIVE-YEAR CREDIT AGREEMENT

FIVE-YEAR CREDIT AGREEMENT dated as of May 13, 2015, as amended by that certain Amendment No. 1 to Credit Agreement dated as of August 9, 2017, by that certain Amendment No. 2 to Credit Agreement dated as of April 30, 2020 and, by that certain Amendment No. 3 to Credit Agreement dated as of April 28, 2021 and by that certain Amendment No. 4 to Credit Agreement dated as of June 16, 2023 to be effective as of the Fourth Amendment Effective Date (this “Agreement”), among DILLARD’S, INC., a corporation organized under the laws of the State of Delaware, as Parent Borrower, the other BORROWERS from time to time party hereto, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent and as Collateral Agent for the Lenders.

The Borrowers have requested that the Lenders make extensions of credit (by means of loans and letters of credit) to the Borrowers in an original aggregate principal or face amount not exceeding $800,000,000 at any one time outstanding in Dollars.  The Lenders are prepared to extend such credit upon the terms and conditions hereof, and, accordingly, the parties hereto agree as follows:

Article I

Definitions

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

“ACH” shall mean automated clearing house transfers.

“Activation Period” means any period commencing (a) on the first date on which a Specified Event of Default has occurred and is continuing or (b) when Excess Availability is less than $120,000,000 for a period of three consecutive Business Days, and, in each case, continuing until the date upon which both (i) Excess Availability has been equal to or greater than $120,000,000 at all times during the preceding thirty (30) consecutive day period and (ii) no Specified Event of Default has occurred during such thirty (30) consecutive day period.

“Adjusted Daily Simple SOFR” means, with respect to any RFR Borrowing, an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10%; provided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted LIBO RateTerm SOFR” means, with respect to any EurocurrencyTerm Benchmark Borrowing for any Interest Period or for any Borrowing of Base Rate Loans, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO RateTerm SOFR for such Interest Period multiplied by, plus (b) the Statutory Reserve RateTerm SOFR Adjustment provided that if the Adjusted Term SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

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“Administrative Agent” means JPMorgan, in its capacity as administrative agent for the Lenders hereunder.

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

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

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

“Agent” means JPMorgan, in its capacity as Administrative Agent and Collateral Agent for the Lenders hereunder, and any successors and assigns pursuant to Section 9.05 of this Agreement.

“Agent-Related Person” has the meaning assigned to it in Section 10.04(d).

“Agreement” shall have the meaning set forth in the preamble.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% per annum and (c) the Adjusted LIBO RateTerm SOFR for a one month Interest Period onas published two (2) U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; provided that, for the purpose of this definition, the Adjusted LIBO RateTerm SOFR for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate)Term SOFR Reference Rate at approximately 11:00 a.m., London time, on such day5:00 a.m. (Chicago, Illinois time) on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology).  Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO RateTerm SOFR shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO RateTerm SOFR, respectively.  If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.16 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.16(c)), then the Alternate Base Rate shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above.  For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.  

“Ancillary Document” has the meaning assigned to it in Section 10.08.

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

“Applicable Parties” has the meaning assigned to it in Section 9.03(c).

“Applicable Rate” means, for any day, with respect to any Loan, Term Benchmark Loan or RFR Loan, the applicable rate per annum set forth below under the caption “Base Rate Spread” or “EurocurrencyTerm Benchmark/RFR Spread”, as the case may be, based upon the Average Quarterly Availability during the most recently ended fiscal quarter of the Parent Borrower:

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For purposes of the foregoing, each change in the Applicable Rate resulting from a change in Average Quarterly Availability shall be effective during the period commencing on and including the first day of each fiscal quarter of the Parent Borrower and ending on the last day of such fiscal quarter, it being understood and agreed that, for purposes of determining the Applicable Rate on the first day of any fiscal quarter of the Parent Borrower, the Average Quarterly Availability during the most recently ended fiscal quarter of the Parent Borrower shall be used.  Notwithstanding the foregoing, the Average Quarterly Availability shall be deemed to be in Category 1 at the option of the Agent or at the request of the Required Lenders if the Borrowers fail to deliver any Borrowing Base Certificate or related information required to be delivered by them pursuant to Section 6.01, during the period from the expiration of the time for delivery thereof until each such Borrowing Base Certificate and related information is so delivered.

If at any time the Agent determines that any Borrowing Base Certificate or related information based on which Excess Availability and/or such Average Quarterly Availability and the corresponding Applicable Rate was determined, as applicable, was incorrect (whether based on a restatement, fraud or otherwise), the Borrowers shall be required to retroactively pay any additional amount that the Borrowers would have been required to pay if such Borrowing Base Certificate or related information based upon which Excess Availability and/or such Average Quarterly Availability was determined had been accurate at the time it was delivered.

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As of the Third Amendment Effective Date, the Applicable Rate is the applicable rates per annum set forth above in Category 2.

“Appraised Value” means the amount which represents the net percentage of the Cost of the Borrowers’ Inventory realizable in the event of a liquidation of such Inventory determined from a net orderly liquidation value appraisal of such Inventory undertaken from time to time by an independent appraiser satisfactory to the Agent.

“Approved Electronic Platform” has the meaning provided therefor in Section 9.03(a).

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means each of the Effective Date Arrangers, the First Amendment Arrangers, the Second Amendment Arrangers and the Third Amendment Arrangers.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of each party whose consent is required by Section 10.06), and accepted by the Agent, in the form of Exhibit A or any other form (including electronic records generated by the use of an electronic platform) approved by the Agent.

“Auto-Renewal Letter of Credit” means a Letter of Credit with an initial expiry date of one year or less after the date of its issuance that has automatic renewal provisions.

“Availability Reserves” means the sum of (i) such reserves as the Agent from time to time determines in its Permitted Discretion as being appropriate to reflect the impediments to the Agent’s ability to realize upon the Collateral and (ii) with respect to Specified Bank Products then provided or outstanding, the Bank Product Reserve in effect at such time; provided that reserves with respect to Specified Bank Products then provided or outstanding shall not exceed the Specified Bank Product Amount.  Without limiting the generality of the foregoing, Availability Reserves may include (but are not limited to) reserves based on (a) rent; (b) Customer Credit Liabilities; (c) customs, duties, and other costs to release Inventory which is being imported into the United States; and (d) outstanding taxes and other governmental charges, including, ad valorem, real estate, personal property, and other taxes which might have priority over the interests of the Agent in the Collateral and either which have not been paid when due or which the Agent, in its Permitted Discretion, believes may impede the Agent’s ability to realize upon the Collateral.

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

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tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (g) of Section 2.16(f).

“Average Quarterly Availability” means, for any fiscal quarter of the Parent Borrower, an amount equal to the average daily Excess Availability during such fiscal quarter, as determined by the Agent’s system of records; provided that in order to determine Excess Availability on any day for purposes of this definition, the Borrowing Base for such day shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Agent pursuant to Section 6.01 as of such day.

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

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

“Bank Product Obligations” means any and all obligations of the Borrowers and their Subsidiaries, including, without limitation, Hedging Obligations, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Bank Products owed to any Person that (a) at the time it enters into a Bank Product is a Lender or any of its Affiliates or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Bank Product with any Borrower or any of its Subsidiaries, in each case in its capacity as a party to such Bank Product (even if such Person ceases to be a Lender or such Person’s Affiliate ceases to be a Lender).

“Bank Product Reserve” means, at any time, an amount equal to the sum of all Specified Bank Product Amounts associated with all of the then outstanding Specified Bank Products or, with respect to any particular Specified Bank Product, such lesser amount as may equal to the actual obligation of the applicable Borrower as determined utilizing the methodology agreed to with respect to such Specified Bank Product by the Agent with respect to Bank Products provided by JPMorgan (or one of its Affiliates) or between the applicable Lender (or its Affiliate) and the Parent Borrower, as applicable.  With respect to any calculation of the amounts to be included in the Bank Product Reserve which is less than an established Specified Bank Product Amount, the Agent shall have no obligation to determine the amount thereof.  The Parent Borrower and/or the applicable Lender (other than JPMorgan) or its Affiliate shall provide the Agent written notice of such lower amount and calculation thereof.  In absence of any such notice, the amount included in the Bank Product Reserve shall equal the Specified

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Bank Product Amount established with respect to the Specified Bank Product in question. Notwithstanding the foregoing, in no event can the Bank Product Reserve exceed $50,000,000.

“Bank Products” shall mean any one or more of the following types of services or facilities extended to any Borrower or any of its Subsidiaries by the Agent, any Lender, or any of their respective Affiliates: (a) credit cards, including the Borrowers’ commercial credit cards, stored value cards and purchase cards, (b) Hedging Agreements, (c) merchant processing services and any deposit, lock box, other cash management arrangement or treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts, cash pooling services, and interstate depository network services), (d) foreign exchange, (e) supply chain financing, open account services and similar trade finance services, or (f) any other product or service provided by any such Person.

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

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

“Base Rate Loan” shall mean any Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“Benchmark” means, initially, LIBO Rateas of the Fourth Amendment Effective Date, with respect to any (a) RFR Loan, Daily Simple SOFR and (b) Term Benchmark Loan, Term SOFR; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its and the related Benchmark Replacement Date have occurred with respect to LIBO RateDaily Simple SOFR or Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (c) or clause (d) of Section 2.16(b).

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Agent for the applicable Benchmark Replacement Date:

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(1)the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;

(2)the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;

(3)“Benchmark Replacement” means, with respect to any Benchmark Transition Event for the then-current Benchmark, the sum of: (a) the alternate benchmark rate that has been selected by the Agent and the Parent Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;.

provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion; provided further that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1) of this definition (subject to the first proviso above).

If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

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

, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by (1)for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Agent:

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

(b)the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be

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effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

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

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

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

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

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

(2b)in the case of clause (3c) of the definition of “Benchmark Transition Event,”, the first date of the public on which such Benchmark (or the published component used in the

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calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication of information referenced therein;in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

(3)in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Lenders and the Parent Borrower pursuant to Section 2.16(d); or

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

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

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

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

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

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that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

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

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

“Benchmark Unavailability Period” means, with respect to any then-current Benchmark, the period (if any) (xa) beginning at the time that a Benchmark Replacement Date pursuant to clausesclause (1a) or clause (2b) of that definition has occurred if, at such time, no Benchmark Replacement has replaced thesuch then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.16 and (y) ending at the time that a Benchmark Replacement has replaced thesuch then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.16.

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

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

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

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

“Blocked Account Agreements” has the meaning set forth in Section 2.24(c).

“Blocked Account Banks” shall mean the banks with whom the Borrowers have entered into Blocked Account Agreements, including, with respect to the Parent Borrower Blocked Account, JPMorgan (or such other bank which has entered into a Blocked Account Agreement with respect to the Parent Borrower Blocked Account).

“Blocked Accounts” shall have the meaning set forth in Section 2.24(c).

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

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“Bonds” means those obligations of the Parent Borrower for borrowed money under those certain indentures described on Schedule 1.2 hereto.

“Borrowers” means collectively, the Parent Borrower, Dillard Tennessee Operating Limited Partnership, Dillard Store Services, Inc., The Higbee Company, LLC, Construction Developers, LLC, Dillard International, LLC, Condev Nevada, Inc., U.S. Alpha, Inc., Dillard’s Dollars, Inc., Higbee Louisiana, LLC, Dillard Texas Central, LLC, Dillard Texas East, LLC, Dillard Texas Four-Point, LLC, Dillard Texas South, LLC, DSS Neil Operations, LLC, DSS Uniter, LLC, Higbee GAK, LP, Higbee Lancoms, LP, Higbee Salva, LP, Higbee West Main, LP, 600 Carnahan Drive Operations, LLC, 600 Carnahan Drive Property, LLC, BTK Development L.L.C., Dillard Investment Co., Inc., Dillard Texas, LLC, Dillard’s Utah, Inc., D-SERF Company, LLC, Fort Worth Borrower LLC, Fremaux Holdings, LLC, GAK GP, LLC, GAK Investco, LLC, Higbee Investco, LLC, Lancoms GP, LLC, Little Rock Borrower LLC, California DSS, Inc., Pulaski Realty Company, Salva GP, LLC, TNLP Investco, LLC, West Main GP, LLC, and Higbee KYG, LP and any Domestic Subsidiary that becomes a Borrower pursuant to Section 6.13 of this Agreement.

“Borrowing” shall mean (a) the incurrence of Loans of a single Type, made, converted or continued on the same date and, in the case of EurocurrencyTerm Benchmark Loans, having a single Interest Period, or (b) a Swingline Loan.

“Borrowing Base” means, at any time, an amount equal to (i) 90% multiplied by the Appraised Value multiplied by Eligible Inventory (valued at Cost), minus (ii) the aggregate amount of all Availability Reserves.

“Borrowing Base Certificate” has the meaning assigned to such term in Section 6.01(e).

“Borrowing Request” means a request by the Parent Borrower on behalf of the Borrowers for a Borrowing substantially in the form of Exhibit G or any other form reasonably approved by the Agent, in each case, in accordance with Section 2.03.

“Breakage Costs” shall have the meaning set forth in Section 2.22(b).

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York or Little Rock, Arkansas are authorized or required by law to remain closed,; provided that, when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.in addition to the foregoing, a Business Day shall be (a) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings of such RFR Loan and (b) in relation to Loans referencing Adjusted Term SOFR and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing Adjusted Term SOFR or any other dealings of such Loans referencing Adjusted Term SOFR, any such day that is only a U.S. Government Securities Business Day.

“Capital Expenditures” means, for any period, (a) the additions to property, plant and equipment and other capital expenditures of the Borrowers and their Subsidiaries that are (or would be) set forth in a consolidated statement of cash flows of the Borrowers and their

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Subsidiaries for such period prepared in accordance with GAAP and (b) Capital Lease Obligations incurred by the Borrowers and their Subsidiaries during such period.

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

“Cash Collateral Account” shall mean an interest-bearing account established by the Borrowers with the Agent at JPMorgan under the sole and exclusive dominion and control of the Agent designated as the “Dillard’s Cash Collateral Account”.

“Cash Control Event” means that Excess Availability is less than $100,000,000 for three (3) consecutive Business Days.  For purposes of Section 2.24(g), the occurrence of a Cash Control Event shall be deemed continuing notwithstanding that Excess Availability may thereafter exceed the amount set forth in the preceding sentence unless and until Excess Availability exceeds $100,000,000 for sixty (60) consecutive days, in which event a Cash Control Event shall no longer be deemed to be continuing for purposes of Section 2.24(g).

“Cash Receipts” has the meaning provided therefor in Section 2.24(c).

“CFC” means a “controlled foreign corporation” within the meaning of Section 957(a) of the Code.

“Change in Control” means either (a) after the Second Amendment Effective Date, any Person or two or more Persons acting in concert acquiring beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act), directly or indirectly, of common stock of the Parent Borrower representing 50% or more of the combined voting power of all common stock of the Parent Borrower entitled to vote in the election of directors, (b) during any period of up to twelve consecutive months, whether commencing before or after the Second Amendment Effective Date, individuals who at the beginning of such twelve-month period were directors of the Parent Borrower, ceasing for any reason (other than by reason of death, disability or scheduled retirement) to constitute a majority of the Board of Directors of the Parent Borrower, unless such directors were replaced by new directors whose election to the Board of Directors of the Parent Borrower, or whose nomination for election by the shareholders of the Parent Borrower, was approved by a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved, or (c) the failure of the Parent Borrower to directly or indirectly Control all of the Subsidiary Borrowers.

Notwithstanding the preceding or any provision of Section 13d-3 or 13d-5 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially own Equity Interests subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Equity Interests in connection with the transactions contemplated by such

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agreement and (ii) a Person or group will not be deemed to beneficially own the common stock of another Person as a result of its ownership of the common stock or other securities of such other Person’s parent entity (or related contractual rights) unless it owns 50% or more of the total voting power of the common stock entitled to vote for the election of directors of such parent entity having a majority of the aggregate votes on the board of directors (or similar body) of such parent entity.

“Change in Law” means the occurrence after the Effective Date of any of the following: (a) the adoption of or taking effect of any law, rule, regulation or treaty (including any rules or regulations issued under or implementing any existing law), (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority; or (c) compliance by any Lender or any Issuing Lender (or, for purposes of Section 2.26(b), by any lending office of such Lender or by such Lender’s or such Issuing Lender’s holding company, if any) with any request, guideline, requirement or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Effective Date; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (ii) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented; and provided, further, that the determination by any Lender of any additional amount owing to it (other than such amounts payable under Section 2.28), to the extent claimed in reliance on the preceding proviso, shall be made in good faith in a manner generally consistent with such Lender’s standard practices and only if such Lender seeks, or intends to seek, reimbursement for such additional amounts under other syndicated credit facilities involving similarly situated borrowers under which such Lender is a lender and may seek such reimbursement.

“Charges” has the meaning provided therefor in Section 10.14.

“Class” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Existing Loans, Extended Loans (of the same Extension Series) or Swingline Loans, when used in reference to any Commitment, refers to whether such Commitment is an Existing Commitment, an Extended Commitment (of each Extension Series) or a Swingline Commitment and when used in reference to any Lender, refers to whether such Lender has a Loan or Commitment with respect to a single class.

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

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

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“Collateral” means any and all “Collateral” as defined in any applicable Security Document.  In no event shall Other Store Proceeds constitute Collateral hereunder.

“Collateral Agent” means JPMorgan in its capacity as collateral agent for the Lenders hereunder.

“Commercial Letter of Credit” means any Letter of Credit issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by a Borrower in the ordinary course of business of such Borrower.

“Commercial Letter of Credit Outstandings” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Commercial Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements relating to Commercial Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at such time.  The Commercial Letter of Credit Outstandings of any Lender at any time shall be its Commitment Percentage of the total Commercial Letter of Credit Outstandings at such time.

“Commitment” shall mean, with respect to each Lender, the commitment of such Lender which is available to be borrowed in the amount set forth opposite its name as its Commitment on Schedule 1.1 or as may subsequently be set forth in the Register from time to time, as the same may be increased or reduced from time to time pursuant to Section 2.09.

“Commitment Fee” has the meaning provided therefor in Section 2.12.

“Commitment Fee Rate” means the applicable rate per annum set forth below under the caption “Commitment Fee Rate” as determined based on the average utilization of the Commitments during a fiscal quarter:

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“Commitment Increase Lender” has the meaning assigned to such term in Section 2.09(c).

“Commitment Percentage” shall mean, with respect to each Lender, at any time, except as otherwise provided herein, that percentage of the Commitments of all Lenders hereunder in the amount set forth opposite its name on Schedule 1.1 or as may subsequently be set forth in the Register from time to time, as the same may be reduced or increased from time to time pursuant to Section 2.09.  Notwithstanding the foregoing, in the case of Section 2.31 when a Defaulting Lender shall exist, “Commitment Percentage” as used in such Section 2.31 with respect to any Non-Defaulting Lender shall mean the percentage of the Total Commitment (disregarding any Defaulting Lender’s Commitment) represented by such Non-Defaulting Lender’s Commitment.

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“Commitment Termination Date” means April 28, 2026 (or, if such date is not a Business Day, the immediately preceding Business Day).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S. C. § 1 et. seq.), as amended from time to time, and any successor statute and any regulations promulgated thereunder.

“Communications” has the meaning assigned to such term in Section 9.03(c).

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

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

“Cost” means the cost value of Inventory as reported on the Borrowers’ financial stock ledger using the retail method of accounting based on practices which are in effect on the date of this Agreement.

“Covered Entity” means any of the following:  (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning given to such term in Section 10.23.

“Credit Card Notifications” has the meaning provided therefor in Section 2.24(c).

“Credit Extensions” as of any day, shall be equal to the sum of (a) the principal balance of all Loans then outstanding, and (b) the then amount of the Letter of Credit Outstandings.

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

“Customer Credit Liabilities” means, at any time, the aggregate face value at such time of (a) outstanding gift certificates and gift cards of the Subsidiary Borrowers entitling the holder thereof to use all or a portion of the certificate to pay all or a portion of the purchase price for any Inventory, and (b) outstanding merchandise credits and customer deposits of the Subsidiary Borrowers.

“Daily Simple SOFR” means, for any day, (a “SOFR, with the conventions for this rate (which will include a lookback) being established by the Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided that if the Agent decides that any such convention is not administratively feasible for the Agent, then the Agent may establish

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another convention in its reasonable discretion. Day”), a rate per annum equal to SOFR for the day that is three (3) U.S. Government Securities Business Days prior to (a) if such SOFR Day is a U.S. Government Securities Business Day, such SOFR Day or (b) if such SOFR Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website.  Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrowers.

“DDA Notification” has the meaning provided therefor in Section 2.24(c).

“DDAs” means any checking or other demand deposit account, investment account, securities account, commodity account or other account maintained by any Borrower (other than any Excluded Account).

“Deemed Borrowing Base” has the meaning assigned to such term in this Agreement prior to giving effect to the Third Amendment.

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

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

“Defaulting Lender” means, any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2)  Business Days of the date such Loans were required to be funded hereunder, or (ii) pay to the Agent, any Issuing Lender, any Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Parent Borrower, the Agent, any Issuing Lender or any Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect, (c) has failed, within three (3) Business Days after written request by the Agent or the Parent Borrower, to confirm in writing to the Agent and the Borrowers that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Agent and the Parent Borrower), or (d) has, or has a direct or indirect Lender Parent that has, (i) become the subject of a Bankruptcy Event, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect Lender Parent thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such

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Lender.  Any determination by the Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Parent Borrower, each Issuing Lender, each Swingline Lender and each Lender.

“Depository” means any bank, broker, depository, institution or other entity that maintains a DDA.

“DICL” means Dillard’s Insurance Company Limited, a company registered and existing under the laws of Bermuda.

“Disposition” has the meaning set forth in Section 7.05.

“Dividing Person” has the meaning given to such term in the definition of “Division”.

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

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

“Documentation Agents” means each of the Effective Date Documentation Agent, the First Amendment Documentation Agent and the Second Amendment Documentation Agent.

“Dollars” or “$” refers to lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary of a Borrower organized or incorporated under the laws of a jurisdiction located in the U.S.

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

(1)a notification by the Agent to (or the request by the Parent Borrower to the Agent to notify) each of the other parties hereto that at least five currently outstanding dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(2)the joint election by the Agent and the Parent Borrower to trigger a fallback from LIBO Rate and the provision by the Agent of written notice of such election to the Lenders

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“EBITDA” means, for any period, the Net Income for the Parent Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP plus (a) without duplication to the extent deducted in determining such Net Income, the sum of (i) Interest Expense, provision for Taxes based on income and depreciation and amortization, all as determined in accordance with GAAP, (ii) extraordinary, non-recurring or unusual charges or losses, (iii) charges resulting from the application of FASB Statement Number 123 (Revised), (iv) other non-cash charges and (v) losses arising from the sale of assets other than in the ordinary course of business, minus (b) to the extent included in such consolidated Net Income, extraordinary, non-recurring or unusual gains and gains arising from the sale of assets other than in the ordinary course of business.  Notwithstanding anything to the contrary contained herein, all calculations of EBITDA shall be calculated, determined and adjusted to exclude, for any applicable period or date of determination, any income, loss, results of operations, deduction, charge or other adjustments with respect to the Specified Subsidiaries, except, without duplication, for any earnings of any Specified Subsidiary that are actually received in cash by any Borrower and included in such Borrower’s Net Income.

“EBITDAR” means for any period for the Parent Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP, the sum of (a) EBITDA plus (b) Rental and Lease Expense of the Parent Borrower and its Subsidiaries.  Notwithstanding anything to the contrary contained herein, all calculations of EBITDAR shall be calculated, determined and adjusted to exclude, for any applicable period or date of determination, any income, loss, results of operations, deduction, charge or other adjustments with respect to the Specified Subsidiaries, except, without duplication, for any earnings of any Specified Subsidiary that are actually received in cash by any Borrower and included in such Borrower’s Net Income.

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

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

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

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

“Effective Date” means May 13, 2015.

“Effective Date Arrangers” means each of J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Regions Capital Markets, a division of Regions Bank, and Citizens Bank, N.A.,

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in its capacity as joint lead arranger and joint bookrunner for the credit facility established hereunder as of the Effective Date.

“Effective Date Documentation Agent” means Citizens Bank, N.A., in its capacity as documentation agent for the credit facility established hereunder as of the Effective Date.

“Effective Date Syndication Agents” means each of Wells Fargo Bank, N.A. and Regions Capital Markets, in their capacity as syndication agents for the credit facility established hereunder as of the Effective Date.

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

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

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender and (c) an Approved Fund, other than, in each case, (i) a Defaulting Lender or its Lender Parent, (ii) the Parent Borrower or any Subsidiary or other Affiliate of the Parent Borrower, (iii) a natural person or (iv) a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person, other than, in the case of this clause (iv), any such holding company, investment vehicle or trust that (A) has not been established for the primary purpose of acquiring Loans or Commitments, (B) is managed by a professional advisor, who is not a natural person or a relative thereof, having significant experience in the business of making or purchasing commercial loans, (C) has assets greater than $25,000,000 and (D) makes or purchases commercial loans and similar extensions of credit in the ordinary course of its business as significant part of its activities.

“Eligible Inventory” shall mean, as of the date of determination thereof, items of Inventory of the Subsidiary Borrowers that are finished goods, merchantable and readily saleable to the public in the ordinary course deemed by the Agent in its Permitted Discretion to be eligible for inclusion in the calculation of the Borrowing Base. “Eligible Inventory” shall include, without duplication of other Eligible Inventory, Eligible Letter of Credit Inventory.  Without limiting the foregoing, unless otherwise approved in writing by the Agent, none of the following shall be deemed to be Eligible Inventory:

(a)Inventory that is not owned solely by the Subsidiary Borrowers, or is leased or on consignment or the Subsidiary Borrowers do not have good and valid title thereto;

(b)Inventory (including any portion thereof in transit from vendors, except for Eligible Letter of Credit Inventory) that is not located at a warehouse facility or store that is owned or leased by a Subsidiary Borrower;

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(c)Inventory that represents (i) goods damaged, defective or otherwise unmerchantable, (ii) goods that do not conform in all material respects to the representations and warranties contained in this Agreement or any of the Security Documents, or (iii) goods to be returned to the vendor or goods for which reclamation rights have been asserted by the seller;

(d)Inventory that is not located in the United States of America (excluding territories and possessions thereof and Eligible Letter of Credit Inventory);

(e)Inventory that is not subject to a perfected first priority security interest in favor of the Agent for the benefit of the Secured Parties;

(f)Inventory which consists of samples, labels, bags, packaging, and other similar non-merchandise categories;

(g)Inventory as to which insurance in compliance with the provisions of Section 6.07 hereof is not in effect;

(h)Inventory which has been sold but not yet delivered or as to which any Subsidiary Borrower has accepted a deposit;

(i)Perishable Inventory;

(j)Inventory which is subject to any Lien other than (i) a Lien in favor of the Agent and (ii) a Permitted Encumbrance which does not have priority over the Lien in favor of the Agent;

(k)Inventory (except for Eligible Letter of Credit Inventory) which is being processed offsite at a third party location or outside processor, or is in-transit to or from such third party location or outside processor; or

(l)Inventory which has been acquired from a Sanctioned Person.

In the event that Inventory of a Subsidiary Borrower which was previously Eligible Inventory ceases to be Eligible Inventory hereunder, such Subsidiary Borrower or the Parent Borrower shall notify the Agent thereof on and at the time of submission to the Agent of the next Borrowing Base Certificate.

“Eligible Letter of Credit Inventory” means Inventory (a) not yet delivered to a Subsidiary Borrower, (b) the purchase of which is supported by a Commercial Letter of Credit having an expiry within sixty (60) days of such date of determination, (c) subject to a negotiable document showing Agent, or with consent of the Agent, for which the document of title reflects a Subsidiary Borrower as consignee (along with delivery to the Agent or a Subsidiary Borrower, as applicable, of the documents of title with respect thereto), (d) as to which, if so required by the Agent in its discretion, the Agent has possession or control over the documents of title which evidence ownership of the subject Inventory (such as by the delivery of a customs broker agency

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agreement, satisfactory to the Agent), (e) which is insured to the reasonable satisfaction of the Agent, and (f) which otherwise would constitute Eligible Inventory.

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

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

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

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

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

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA applicable to such Plan), whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Borrower or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal of any Borrower or any ERISA Affiliate from any Plan or Multiemployer Plan; or (g) the receipt by any Borrower or any ERISA Affiliate of any notice, or

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the receipt by any Multiemployer Plan from any Borrower or any ERISA Affiliate of any notice, concerning the imposition upon any Borrower or any ERISA Affiliate of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, in critical status or in reorganization, within the meaning of Title IV of ERISA.

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

“Eurocurrency Borrowing” shall mean a Borrowing comprised of Eurocurrency Loans.

“Eurocurrency Loan” shall mean any Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II.

“Event of Default” has the meaning assigned to such term in Section 8.01.

“Excess Availability” means, as of any date of determination, the excess, if any, of (a) the lesser of the Borrowing Base or the Total Commitment, minus (b) the outstanding Credit Extensions.

“Excess Availability Threshold” is satisfied as of any date of determination if, with respect to any transaction, Excess Availability (calculated on a pro forma basis after giving effect to such transaction and any Borrowings to be made on such date of determination and at all times during the 30-day period immediately prior to such transaction) is at least $200,000,000 on such date of determination.

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Accounts” means (a) accounts maintained in the ordinary course of business containing cash amounts that do not exceed at any time $250,000 for any such account and $1,250,000 in the aggregate for all such accounts under this clause (a), (b) an account which is used exclusively for the payment of payroll, payroll taxes, employee benefits or escrow deposits related to payroll, payroll taxes and employee benefits, (c) an account which exclusively holds amounts in trust for third parties or on behalf of third parties including those held for the benefit of employees, officers, directors or taxing authorities, (d) zero balance accounts, (e) accounts consisting exclusively of Other Store Proceeds and (f) escrow accounts and other accounts used exclusively to hold (i) proceeds of newly issued Indebtedness permitted under this Agreement (other than any advances under this Agreement) and (ii) cash or cash equivalents constituting purchase price deposits held in escrow by an unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits.

“Excluded Hedging Obligation” means, with respect to any Borrower, (a) any Hedging Obligation if, and to the extent that, all or a portion of the Guarantee of such Borrower of, or the grant by such Borrower of a security interest to secure, such Hedging Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof), by virtue of such Borrower’s failure for any reason to constitute an

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ECP at the time the Guarantee of such Borrower or the grant of such security interest becomes or would become effective with respect to such Hedging Obligation, (b) in the case of a Hedging Obligation subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor provision thereto), because such Borrower is a “financial entity,” as defined in Section 2(h)(7)(C) of the Commodity Exchange Act (or any successor provision thereto), at the time the Guarantee of such Borrower becomes or would become effective with respect to such related Hedging Obligation or (c) any other Hedging Obligation designated as an “Excluded Hedging Obligation” of such Borrower as specified in any agreement between the relevant Borrower and counterparty applicable to such Hedging Obligations.  If a Hedging Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Hedging Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Subsidiary” means any Subsidiary of the Parent Borrower that is (i) not a Material Subsidiary, (ii) a Foreign Subsidiary, (iii) a Subsidiary of a CFC, which Subsidiary is organized or incorporated under the laws of a jurisdiction located in the U.S., (iv) a FSHCO or (v) a Specified Subsidiary.  As of the Third Amendment Effective Date, Condev Mission, Inc., Dillard Travel, Inc., Dillard’s Properties, Inc., DSS HQ Properties, LLC, DSS NEIL Properties, LLC, Westminster Fashion Place LLC, and Westminster Mall Investing LLC are Excluded Subsidiaries.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrowers under Section 2.30(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.28, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office; (c) Taxes attributable to such Recipient’s failure to comply with Section 2.28(f); and (d) any withholding Taxes imposed under FATCA.

“Existing Blocked Account” shall have the meaning provided in Section 2.24(a).

“Existing Class” shall have the meaning provided in Section 2.20.

“Existing Commitment” shall have the meaning provided in Section 2.20.

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“Existing Credit Card Notification” shall have the meaning provided in Section 2.24(b).

“Existing Loans” shall have the meaning provided in Section 2.20.

“Existing Revolving Borrowings” shall have the meaning provided in Section 2.09(d).

“Extended Commitments” shall have the meaning provided in Section 2.20.

“Extended Loans” shall have the meaning provided in Section 2.20.

“Extending Lender” shall have the meaning provided in Section 2.20.

“Extension Amendment” shall have the meaning provided in Section 2.20.

“Extension Date” shall have the meaning provided in Section 2.20.

“Extension Election” shall have the meaning provided in Section 2.20.

“Extension Request” shall have the meaning provided in Section 2.20.

“Extension Series” shall mean all Extended Commitments that are established pursuant to the same Extension Amendment (or any subsequent Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Commitments provided for therein are intended to be a part of any previously established Extension Series) and that provide for the same interest margins, extension fees, maturity and other terms.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

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

“Fee Letter” means, collectively, (a) the fee letter dated April 22, 2015 executed by the Agent and the Parent Borrower with respect to any administrative agent fee set forth therein, (b) the letter agreement entitled “Engagement Letter” dated April 7, 2020, regarding fees, executed by the Agent and accepted and agreed to by the Parent Borrower, (c) the letter agreement entitled “Engagement Letter” dated March 31, 2021, regarding fees, executed by the Agent and agreed to by the Parent Borrower, and (d) any other agreement now or at anytime hereafter entered into

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between one or more Borrower and the Agent, JPMorgan and/or any of their Affiliates, in each case providing for the payment of fees to the Agent, JPMorgan and/or any of their Affiliates in connection with this Agreement or any transactions contemplated hereby or related thereto, as such letter agreement and such other agreements may from time to time be amended.

“Financial Officer” means, with respect to any Borrower, the chief financial officer, principal financial officer, principal accounting officer, treasurer, controller or assistant controller of such Borrower.  Unless otherwise specified, each reference to Financial Officer shall be deemed to be a Financial Officer of the Parent Borrower.

“First Amendment” means that certain Amendment No. 1 to Credit Agreement dated as of August 9, 2017 among the Parent Borrower and Dillard Store Services, Inc., an Arizona corporation, as borrowers, certain subsidiaries of the Parent Borrower as guarantors, the Lenders party thereto and the Agent.

“First Amendment Arrangers” means each of JPMorgan, Wells Fargo Bank, N.A., Regions Capital Markets and Citizens Bank, N.A., in their capacity as joint lead arranger and joint bookrunner for the First Amendment.

“First Amendment Documentation Agent” means Citizens Bank, N.A., in its capacity as documentation agent for the First Amendment.

“First Amendment Syndication Agents” means each of Wells Fargo Bank, N.A. and Regions Capital Markets, in their capacity as syndication agent for the First Amendment.

“Fixed Charge Coverage Ratio” means, with respect to any fiscal period of the Parent Borrower and its Subsidiaries (other than the Specified Subsidiaries) on a consolidated basis, the ratio of (a) the sum of EBITDAR for such period, minus Capital Expenditures incurred by the Parent Borrower and its Subsidiaries (other than the Specified Subsidiaries) during such period minus federal, state, local and foreign income Taxes paid in cash during such period, to (b) Fixed Charges for such period.  The Fixed Charge Coverage Ratio shall be calculated on a trailing twelve fiscal months basis.

“Fixed Charges” means, with respect to any fiscal period of the Parent Borrower and its Subsidiaries on a consolidated basis, without duplication, the sum of (a) cash Interest Expense during such fiscal period, (b) Rental and Lease Expense during such fiscal period, (c) Scheduled Payments during such fiscal period, and (d) Restricted Payments made in cash in respect of Equity Interests of the Parent Borrower during such fiscal period, but only to the extent such Restricted Payments are paid on or after the Second Amendment Effective Date.  Notwithstanding anything to the contrary contained herein, all calculations of Fixed Charges shall be calculated, determined and adjusted to exclude, for any applicable period or date of determination, any amount, charge or other adjustment with respect to the Specified Subsidiaries determined in accordance with GAAP for such period or date of determination.

“Flood Laws” has the meaning assigned to such term in Section 9.10.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement

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or otherwise) with respect to LIBO Rate.Adjusted Term SOFR or the Adjusted Daily Simple SOFR, as applicable.  For the avoidance of doubt, the initial Floor for the Adjusted Term SOFR and the Adjusted Daily Simple SOFR shall be zero.

“Foreign Lender” means any Lender that is not a U.S. Person.

“Foreign Subsidiary” means any Subsidiary of a Borrower that is not a Domestic Subsidiary.

“Fourth Amendment” means that certain Amendment No. 4 to Credit Agreement dated as of June 16, 2023 to be effective as of the Fourth Amendment Effective Date among the Borrowers, as borrowers, and the Agent.

“Fourth Amendment Effective Date” means June 16, 2023.

“FSHCO” means any Domestic Subsidiary that has no material assets other than the capital stock of one or more Foreign Subsidiaries that are CFCs.

“GAAP” means, subject to Section 1.03, generally accepted accounting principles in the United States of America, as in effect from time to time.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

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

“Guaranteed Obligations” has the meaning assigned to such term in Section 3.01.

“Guarantor Payment” has the meaning assigned to such term in Section 3.10.  

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“Hazardous Materials” means:  (a) any substance, material, or waste that is included within the definitions of “hazardous substances,” “hazardous materials,” “hazardous waste,” “toxic substances,” “toxic materials,” “toxic waste,” or words of similar import in any Environmental Law; (b) those substances listed as hazardous substances by the United States Department of Transportation (or any successor agency) (49 C.F.R. 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) (40 C.F.R. Part 302 and amendments thereto); and (c) any substance, material, or waste that is petroleum, petroleum-related, or a petroleum by-product, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable, explosive, radioactive, freon gas, radon, or a pesticide, herbicide, or any other agricultural chemical.

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

“Hedging Obligation” means, with respect to any Person, any obligation under any Hedging Agreement, including, without limitation the obligation to pay or perform thereunder.

“IBA” has the meaning assigned to such term in Section 1.07.

“Impacted Interest Period” has the meaning set forth in the definition of “LIBO Rate”.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid or accrued by such Person, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others (including, without limitation, under any Synthetic Leases), (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) all Hedging Agreements, and (l) all mandatorily redeemable preferred stock of such Person, valued at the applicable redemption price, plus accrued and unpaid dividends payable in respect of such redeemable preferred stock.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such

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Indebtedness provide that such Person is not liable therefor.  It is understood that the term “Indebtedness” does not include obligations in respect of operating leases (which, for purposes hereof, shall be determined in accordance with Section 1.03), including any operating leases arising under sale and leaseback transactions.

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

“Indemnitee” has the meaning provided therefor in Section 10.04(b).

“Initial FCCR Test Period” has the meaning provided therefor in Section 7.08.

“Initial Loans” shall have the meaning provided in Section 2.01(a).

“Inspection Trigger Period” means any period commencing on the first date on which (a) Excess Availability is less than $120,000,000 for three (3) consecutive Business Days or (b) a Specified Event of Default has occurred and is continuing, and continuing until the date on which both (i) Excess Availability is greater than $120,000,000 and (ii) no Specified Event of Default has occurred and is continuing.

“Interest Expense” means, for any period, total interest expense (including that attributable to Capital Lease Obligations) of the Parent Borrower and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Parent Borrower and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances and net costs under Hedging Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP), calculated on a consolidated basis for the Parent Borrower and its Subsidiaries for such period in accordance with GAAP.

“Interest Payment Date” means (a) with respect to any Base Rate Loan and any Swingline Loan, (i) each Quarterly Date and (ii) the Maturity Date, (b) with respect to any Eurocurrency Loan,RFR Loan, (i) initially the date that is one week after the date of the borrowing of such RFR Loan and, thereafter, each successive date that is on the same weekday as such initial date (provided that if such initial date or any such successive date is a day other than a Business Day, the applicable Interest Payment Date shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar week, in which case such Interest Payment Date shall occur on the preceding Business Day) and (ii) the Maturity Date, and (c) with respect to any Term Benchmark Loan, (i) the last day of eachthe Interest Period thereforapplicable to the Borrowing of which such Loan is a part and, in the case of anya Term Benchmark Borrowing with an Interest Period for a Eurocurrency Loan of more than three (3) months’ duration, each day prior to the last day of such Interest Period that occurs at three-month intervals of three (3) months’ duration after the first day of such Interest Period and (ii) the Maturity Date.

“Interest Period” means, with respect to any EurocurrencyTerm Benchmark Borrowing, the period commencing on the date of such Eurocurrency Borrowing and ending on the day that

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is seven days or the numerically corresponding day in the calendar month that is one, three or six months thereafter (or the day that is twelve months thereafter if, at the time of the relevant Borrowing, LIBOR fundingAdjusted Term SOFR for such a period is available to all Lenders participating therein) (in each case, subject to Section 2.16(e)), as the Parent Borrower may elect, provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (c) no tenor that has been removed from this definition pursuant to Section 2.16(e) and not thereafter reinstated pursuant to such Section 2.16(e) shall be available for specification in such Borrowing Request or conversion notice pursuant to Section 2.17 and (d) any Interest Period which would otherwise end after the Maturity Date shall end on the Maturity Date.  For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

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

“Inventory Reserves” means such reserves as may be established from time to time by the Agent in its Permitted Discretion with respect to the determination of the saleability, at retail, of the Eligible Inventory or which reflect such other factors as affect the Appraised Value of the Eligible Inventory.  Without limiting the generality of the foregoing, Inventory Reserves may include (but are not limited to) reserves based on (a) obsolescence; (b) seasonality; (c) Shrink; (d) imbalance; (e) change in Inventory character; (f) change in Inventory composition; (g) change in Inventory mix; (h) markdowns (both permanent and point of sale); and (i) retail markons and markups inconsistent with prior period practice and performance; industry standards; current business plans; or advertising calendar and planned advertising events.

“Investments” has the meaning set forth in Section 7.10.

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

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from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Issuing Lenders” means (a) JPMorgan, in its capacity as an issuer of Letters of Credit hereunder, and any successor to JPMorgan in such capacity and (b) each other Lender, other than JPMorgan, designated by the Parent Borrower as an Issuing Lender through written notice to the Agent, including any replacement thereof with another Lender; provided that if the Parent Borrower appoints a Lender (other than JPMorgan) as an Issuing Lender, the Parent Borrower shall furnish prompt written notice thereof to the Agent and such Lender has accepted such designation in writing pursuant to documentation reasonably acceptable to the Agent.  Each Issuing Lender may, in its reasonable discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Lender (including, for the avoidance of doubt, JPMorgan Hong Kong as an Affiliate of JPMorgan), in which case the term “Issuing Lender” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.  Each Issuing Lender shall act commercially reasonably and otherwise in accordance with the standard of care set forth in Section 2.06(g).

“JPMCB Parties” has the meaning assigned to such term in Section 10.21.

“JPMorgan” means JPMorgan Chase Bank, N.A., a national banking association.

“JPMorgan Hong Kong” means JPMorgan Chase Bank, N.A., Hong Kong Branch.

“JPMorgan Concentration Account” shall have the meaning set forth in Section 2.24(c).

“Latest Maturity Date” shall mean at any date of determination, the latest Maturity Date applicable to any Class of Commitments or Loans that is outstanding hereunder on such date of determination, as extended in accordance with this Agreement from time to time.

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

“LC Sublimit” means (a) with respect to JPMorgan, in its capacity as an Issuing Lender, $30,000,000 in the aggregate, provided that no more than $10,000,000 of JPMorgan’s LC Sublimit may be attributable to Letters of Credit issued by JPMorgan Hong Kong, and (b) with respect to any other Issuing Lender, an amount agreed to by such Issuing Lender and the Parent Borrower.  

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

“Lender-Related Person” means, collectively, the Agent, any Arranger, any Syndication Agent, any Documentation Agent, any Issuing Lender and any Lender, and any Related Party of any of the foregoing Persons.

“Lenders” shall mean the Persons identified on Schedule 1.1 and any other Person that shall have become a Lender hereunder pursuant to Section 2.09 or an Assignment and

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Assumption or otherwise, other than any such Person that ceases to be a Lender hereunder pursuant to an Assignment and Assumption or otherwise.  Unless the context otherwise requires, the term “Lenders” includes the Swingline Lenders and the Issuing Lenders.

“Letter of Credit” shall mean a letter of credit that is (a) issued pursuant to this Agreement for the account of a Borrower or a direct or indirect Subsidiary of the Parent Borrower, (b) a Standby Letter of Credit or Commercial Letter of Credit, (c) issued in connection with the purchase of Inventory by a Borrower or for any other purpose that is reasonably acceptable to the Agent, and (d) in form and substance reasonably satisfactory to the applicable Issuing Lender.

“Letter of Credit Fees” shall mean the fees payable in respect of Letters of Credit pursuant to Section 2.10.

“Letter of Credit Outstandings” means the sum of Commercial Letter of Credit Outstandings and Standby Letter of Credit Outstandings.  The Letter of Credit Outstandings of any Lender at any time shall be its Commitment Percentage of the aggregate Letter of Credit Outstandings.

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

“LIBO Rate” means, with respect to any Eurocurrency Borrowing for any applicable Interest Period or for any Borrowing of Base Rate Loans, an interest rate per annum equal to the LIBO Screen Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) then the LIBO Rate shall be the Interpolated Rate, subject to Section 2.16 in the event that the Agent shall conclude that it shall not be possible to determine such Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error).  Notwithstanding the foregoing, to the extent that the “LIBO Rate” or the “Adjusted LIBO Rate” is used in connection with a Borrowing of Base Rate Loans, such rate shall be determined as modified by the definition of Alternate Base Rate.

“LIBO Screen Rate” means, for any day and time, with respect to any Eurocurrency Borrowing for any Interest Period or for any Borrowing of any Base Rate Loans, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for Dollars) for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion); provided that if the LIBO Screen Rate as so determined would be less than 0.00%, such rate shall be deemed to 0.00% for the purposes of this Agreement.

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

“Loan Account” has the meaning assigned to such term in Section 2.23(a).

“Loan Documents” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Notes, the Letters of Credit, any Letter of Credit applications, the Fee Letter, all Borrowing Base Certificates, the Blocked Account Agreements, the DDA Notifications, the Security Documents, any Extension Amendment, all other agreements, instruments, documents and certificates identified in Section 5.01 executed and delivered to, or in favor of, the Agent or any Lenders and any other instrument or agreement executed and delivered in connection herewith or therewith.  Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“Loan Guarantor” means each Borrower.

“Loan Guaranty” means Article III of this Agreement.

“Loans” shall mean all loans (including, without limitation, Revolving Loans, Initial Loans, Extended Loans and Swingline Loans) at any time made to the Borrowers or for account of the Borrowers pursuant to this Agreement.

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

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, property, assets, or condition, financial or otherwise, of the Parent Borrower and its Subsidiaries taken as a whole, (b) the validity or enforceability of this Agreement or any of the other Loan Documents or (c) any of the material rights or remedies of the Agent, the Issuing Lenders or the Lenders hereunder or thereunder.

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

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“Material Subsidiary” means any Domestic Subsidiary which, at any time, owns property of the same type as the Collateral, the book value of which property exceeds $500,000; provided that if the aggregate book value of all such property of Domestic Subsidiaries which are not then Subsidiary Borrowers is in excess of $1,000,000, then the Parent Borrower shall promptly designate Domestic Subsidiaries which are not then Subsidiary Borrowers and which own any such property as Material Subsidiaries (and cause such designated Material Subsidiaries to comply with the requirements of Section 6.13(a)) to the extent necessary so that the aggregate book value of all such property of Domestic Subsidiaries which are not then Subsidiary Borrowers is less than $1,000,000; provided further that a Subsidiary will be considered to be a Material Subsidiary if it is a Subsidiary Borrower.

“Maturity Date” means, (a) as to the Initial Loans, the Commitment Termination Date, (b) as to any Extended Loans, the applicable maturity date related to any Extension Series of Extended Commitments, or (c) as to the Swingline Loans, the Swingline Maturity Date.

“Maximum Rate” has the meaning provided therefor in Section 10.14.

“Minority Interests” means, with respect to any Person, an amount not to exceed 30% of the Equity Interests in such Person.

“Minority Lenders” has the meaning provided therefor in Section 10.03(c).

“Moody’s” means Moody’s Investors Service, Inc., and any successor to its rating agency business.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Income” means, for any period with respect to the Parent Borrower and its Subsidiaries, on a consolidated basis, the net income (or loss) of such Persons for such period taken as a single accounting period determined in conformity with GAAP, provided that there shall be excluded (a) the income (or loss) of any Person in which any other Person has an interest, except to the extent of the amount of dividends or other distributions actually paid to the Parent Borrower or any Subsidiary by such Person during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Parent Borrower or any Subsidiary or that Person’s assets are acquired by the Parent Borrower or any Subsidiary, and (c) the income of any direct or indirect Subsidiary of the Parent Borrower or a Subsidiary to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary.

“New Blocked Accounts” has the meaning provided therefor in Section 2.24(c).

“Non-Defaulting Lender” means, at any time, any Lender that is not a Defaulting Lender at such time.

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“Non-Extending Lender” has the meaning provided therefor in Section 2.20(b).

“Non-Renewal Notice” has the meaning provided therefor in Section 2.06(b)(ii).

“Non-Renewal Notice Date” has the meaning provided therefor in Section 2.06(b)(ii).

“Non-Borrower Credit Card Proceeds” means the proceeds of any credit card charges from major credit card processors such as MasterCard, Visa, Discover, and the like attributable to the business operations of any Person which is not a Subsidiary Borrower.

“Notes” shall mean (a) the promissory notes of the Borrowers substantially in the form of Exhibit B-1, each payable to the applicable Lender, evidencing the Revolving Loans, and (b) the promissory note of the Borrowers substantially in the form of Exhibit B-2, payable to the Swingline Lender, evidencing the Swingline Loans.

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

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

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

“Obligated Party” has the meaning assigned to such term in Section 3.02.

“Obligations” means (a) the payment by the Borrowers of (i) the principal of, and interest on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise (including any interest that accrues after the commencement of any case or proceeding by or against any Borrower in a bankruptcy, whether or not allowed in such case or proceeding), (ii) each payment required to be made by the Borrowers under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise, of the Borrowers to the Secured Parties under this Agreement and the other Loan Documents, (b) the performance of all covenants, agreements, obligations and liabilities of the Borrowers under or pursuant to this Agreement and the other Loan Documents, (c) the payment and performance of all the covenants, agreements, obligations and liabilities of each Borrower under or pursuant to this Agreement, and the other Loan Documents, and (d) all Bank Product Obligations; provided that Excluded Hedging Obligations of any Borrower shall in any event be excluded from “Obligations” owing by such Borrower.

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“Obligor” means each Borrower.

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

“Other Store Proceeds” means any amounts collected by any Subsidiary Borrower from any Person and deposited into a DDA of such Subsidiary Borrower representing payments made by any Person on account of such Person’s liabilities on account of the Parent Borrower’s private label credit card receivables.

“Other Taxes” means any and all present or future stamp, court, documentary, intangible, recording, filing, excise, property or similar Taxes arising from any payment made hereunder or under any other Loan Document or from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document, except (i) any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment under Section 2.30(b)) and (ii) any Excluded Taxes.

“Overadvance” means, at any time of calculation, a circumstance in which the Credit Extensions exceed the lesser of (a) the Total Commitment or (b) the Borrowing Base.

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

“Paid in Full” or “Payment in Full” means, (a) the indefeasible payment in full in cash of all outstanding Loans and LC Disbursements, together with accrued and unpaid interest thereon, (b) the termination, expiration, or cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Agent of a cash deposit, or at the discretion of the Agent a backup standby letter of credit satisfactory to the Agent and the applicable Issuing Lender, in an amount equal to 103% of the Letter of Credit Outstandings with respect to such Letter of Credit as of the date of such payment), (c) the indefeasible payment in full in cash of the accrued and unpaid fees, (d) the indefeasible payment in full in cash of all reimbursable expenses and other Obligations (other than Unliquidated Obligations for which no claim has been made and other obligations expressly stated to survive such payment and termination of this Agreement), together with accrued and unpaid interest thereon, (e) the termination of all Commitments, and (f) the termination of the Bank Product

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Obligations or entering into other arrangements satisfactory to the Secured Parties counterparties thereto.

“Parent Borrower” means Dillard’s, Inc., a Delaware corporation.

“Parent Borrower Blocked Account” has the meaning provided therefor in Section 2.24(c).

“Parent Borrower Blocked Account Agreement” means that certain Blocked Account Control Agreement by and among the Parent Borrower, the Agent, and JPMorgan, as depositary bank, with respect to the Parent Borrower Blocked Account.

“Participant” has the meaning set forth in Section 10.06(e).

“Participant Register” has the meaning set forth in Section 10.06(e).

“Payment” has the meaning set forth in Section 9.11(a).

“Payment Notice” has the meaning set forth in Section 9.11(b).

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

“Perfection Certificate” means a certificate in the form of Annex 1 to the Security Agreement or any other form approved by the Agent.

“Perishable Inventory” means Inventory that is subject to decay, spoilage, or destruction solely due to the passage of time.

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

“Permitted Encumbrances” means:

(a)Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 6.05;

(b)landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 90 days or are being contested in compliance with Section 6.05;

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

(d)deposits to secure the performance of bids, trade contracts, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety

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and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

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

(f)easements, zoning restrictions, rights-of-way and similar encumbrances (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under or asserted by a landlord or owner of leased property, with or without the consent of the lessee) on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of any Borrower or any Subsidiary;

(g)licenses, leases, or subleases granted to third Persons or to the Parent Borrower or its Subsidiaries by the Parent Borrower and its Subsidiaries in the ordinary course of business;

(h)Liens encumbering pledges and deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Parent Borrower and its Subsidiaries, including workers’ compensation, unemployment insurance, old-age pension and other social security laws or regulations (excluding deposits securing the repayment of Indebtedness);

(i)Liens encumbering customary initial deposits and margin deposits, and other Liens incurred in the ordinary course of business and which are within the general parameters customary in the industry securing obligations, under commodities agreements;

(j)any (i) interest or title of a lessor or sublessor under any lease, (ii) restriction or encumbrance that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any restriction or encumbrance referred to in the preceding clause (ii);

(k)Liens on any property or assets of any Person existing at the time such Person is merged into or consolidated with the Parent Borrower or any Subsidiary, provided that such Lien was not incurred in contemplation thereof and does not extend to any other property of the Parent Borrower or any of its Subsidiaries;

(l)Liens arising from filing UCC financing statements relating solely to leases not prohibited by this Agreement;

(m)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(n)Liens solely on cash earnest money deposits made by the Parent Borrower or any Subsidiary in connection with any letter of intent or purchase agreement permitted

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hereunder; provided that such Liens are granted on customary business terms and in the ordinary course of business of the Parent Borrower or such Subsidiary; and

(o)Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry, in each case existing solely with respect to cash or cash equivalents.

provided that, except as provided in any one or more of clauses (a) through (o) above, the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Permitted Investments” means each of the following:

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

(b)investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating of at least A-1 or P-1 from S&P or from Moody’s;

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

(d)fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above (without regard to the limitation on maturity contained in such clause) and entered into with a financial institution satisfying the criteria described in clause (c) above or with any primary dealer;

provided that, notwithstanding the foregoing, after the occurrence and during the continuance of a Cash Control Event, no such investments shall be permitted by a Subsidiary Borrower unless (i) either (A) no Loans are then outstanding, or (B) the investment is a temporary investment pending expiration of an Interest Period for a EurocurrencyTerm Benchmark Loan, the proceeds of which investment will be applied to the Obligations after the expiration of such Interest Period,  and (ii) such investments are pledged by the Subsidiary Borrower to the Agent as additional collateral for the Obligations pursuant to such agreements as may be reasonably required by the Agent.

“Permitted Joint Venture” means, with respect to any Subsidiary Borrower, a joint venture or partnership in which each of the following conditions are satisfied:

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(a)The Parent Borrower shall have furnished the Agent with five (5) days prior notice of such intended joint venture or partnership and shall have furnished the Agent with a current draft of the joint venture or partnership agreement and other applicable organizational documents, and a summary of the structure and terms of the transaction, and such other information as the Agent may reasonably require;

(b)No Default or Event of Default shall exist at the time of, or arise from, the Subsidiary Borrower’s entering into such joint venture or partnership; and

(c)The joint venture or partnership shall be for the purpose of acquiring, constructing, managing and/or operating an enclosed mall, an open-air shopping center or a stand alone store, in each case in which a store operated by a Borrower or a Subsidiary of a Borrower is to be located.

“Permitted Overadvance” means an Overadvance determined by the Agent, in its reasonable discretion, (a) which is made to maintain, protect or preserve the Collateral and/or the Lenders’ rights under the Loan Documents, or (b) which is otherwise in the Lenders’ interests; provided that Permitted Overadvances shall not (i) exceed ten percent (10%) of the lesser of the then Borrowing Base or the then Total Commitment, in the aggregate outstanding at any time or (ii) remain outstanding for more than thirty (30) consecutive Business Days, unless in case of clause (ii), the Required Supermajority Lenders otherwise agree; and provided further that the foregoing shall not (A) modify or abrogate any of the provisions of Section 2.06(f) regarding the Lenders’ obligations with respect to LC Disbursements, or (B) result in any claim or liability against the Agent (regardless of the amount of any Overadvance) for “inadvertent Overadvances” (i.e. where an Overadvance results from changed circumstances beyond the control of the Agent (such as a reduction in the collateral value)), and further provided that in no event shall the Agent make an Overadvance, if after giving effect thereto, the principal amount of the Credit Extensions would exceed the Total Commitment.

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

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA or which is currently or as of the date on which the representations herein are deemed made is, or was at any time during the six (6) calendar years preceding the date hereof, sponsored, maintained or contributed to by any Borrower or any ERISA Affiliate.

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

“Pledge Agreement” means the Pledge and Security Agreement dated as of the Second Amendment Effective Date between the Parent Borrower and the Agent for the benefit of the Secured Parties, as amended and in effect from time to time.

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“Prepayment” has the meaning set forth in Section 7.06(b)(iii).

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Agent) or any similar release by the Federal Reserve Board (as determined by the Agent).  Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

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

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

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

“QFC Credit Support” has the meaning given to such term in Section 10.23.

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

“Quarterly Dates” means the last Business Day of each fiscal quarter of the Parent Borrower in each of its fiscal years, the first of which shall be the first such day after the Effective Date.

“Real Estate” means all land, together with the buildings, structures, parking areas, and other improvements thereon, now or hereafter owned or leased by any Borrower, including all easements, rights-of-way, and similar rights relating thereto and all leases, tenancies, and occupancies thereof.

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

“Reference Time” means, with respect to any setting of the then-current Benchmark means, (1a) if such Benchmark is LIBO Rate, 11:00 a.m. (Londonthe Term SOFR, 5:00 a.m. (Chicago, Illinois time) on the day that is two London banking days(2) U.S. Government Securities Business Days preceding the date of such setting, and (2b) if such Benchmark is not LIBO RateDaily Simple SOFR, 5:00 a.m. (Chicago, Illinois time) on the day that is three (3) U.S. Government Securities Business Days preceding the date of such setting or (c) if such

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Benchmark is neither Term SOFR nor Daily Simple SOFR, the time determined by the Agent in its reasonable discretion.

“Register” has the meaning set forth in Section 10.06(c).

“Regulated Lender Entity” has the meaning assigned to such term in Section 6.13(b).

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

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

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

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

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

“Relevant Governmental Body” means the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.

“Relevant Rate” means (a) with respect to any Term Benchmark Borrowing, Adjusted Term SOFR or (b) with respect to any RFR Borrowing, the Adjusted Daily Simple SOFR, as applicable.

“Rental and Lease Expense” means, for any period, all items that, in accordance with GAAP would be classified as rental and lease expense of the Parent Borrower and its Subsidiaries on a consolidated basis that are included on the consolidated statement of earnings of the Parent Borrower, in each case determined in accordance with GAAP; provided that Rental and Lease Expense shall not include any Rental and Lease Expense incurred during such period under leases that have been assigned to and assumed by any Person (other than the Parent Borrower or a Subsidiary) or that constitute or relate to discontinued operations, in each case, for which the Parent Borrower and its Subsidiaries are no longer obligated.

“Replacement Deposit Accounts” has the meaning provided therefor in Section 2.24(c).

“Replacement Institutions” has the meaning provided therefor in Section 2.24(c).

“Report” means reports prepared by the Agent or another Person showing the results of appraisals, field examinations or audits pertaining to the assets of the Borrowers from

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information furnished by or on behalf of the Borrowers, after the Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Agent.

“Repurchase” has the meaning set forth in Section 7.06(a)(iv).

“Required Lenders” means, (a) Lenders having Commitments outstanding representing more than 50% of the Total Commitments, or (b) if the Commitments have been terminated, Lenders whose percentage of the outstanding Credit Extensions (after settlement and repayment of all Swingline Loans by the Lenders) represent more than 50% of all such Credit Extensions.

“Required Supermajority Lenders” means, (a) Lenders having Commitments outstanding representing at least 66 2/3% of the Total Commitments outstanding or (b) if the Commitments have been terminated, Lenders whose percentage of the outstanding Credit Extensions (after settlement and repayment of all Swingline Loans by the Lenders) represent not less than 66 2/3% of all such Credit Extensions.

“Reserves” means the Inventory Reserves and Availability Reserves, as applicable.

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

“Responsible Officer” means the president, chief executive officer or Financial Officer of a Borrower.

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

“Restrictions” has the meaning set forth in Section 7.04.

“Resulting Revolving Borrowings” shall have the meaning provided in Section 2.09(d).

“Revolving Loans” means all Loans at any time made by a Lender pursuant to Section 2.01.

“RFR Borrowing” means, as to any Borrowing, the RFR Loans comprising such Borrowing.

“RFR Loan” means a Loan that bears interest at a rate based on Adjusted Daily Simple SOFR.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and any successor to its rating agency business.

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“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the Third Amendment Effective Date, Crimea, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, or (c) any Person more than 50% owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

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

“Scheduled Payments” means, as of any date of determination, scheduled principal payments on account of Indebtedness of the Parent Borrower and its Subsidiaries which were required to have been made during the preceding twelve fiscal month period, as determined in accordance with GAAP.

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

“Section 2.20 Additional Amendment” shall have the meaning provided in Section 2.20.

“Second Amendment” means that certain Amendment No. 2 to Credit Agreement dated as of the Second Amendment Effective Date among the Borrowers, as borrowers, the Lenders party thereto and the Agent.

“Second Amendment Arrangers” means each of JPMorgan, Wells Fargo Bank, N.A., Regions Capital Markets and Citizens Bank, N.A., in their capacity as joint lead arranger and joint bookrunner for the Second Amendment.

“Second Amendment Documentation Agent” means Citizens Bank, N.A., in its capacity as documentation agent for the Second Amendment.

“Second Amendment Effective Date” means the date on which the conditions specified in Section 5.01 are satisfied (or waived by the Required Lenders), which, for the avoidance of doubt was April 30, 2020.

“Second Amendment Syndication Agents” means each of Wells Fargo Bank, N.A. and Regions Capital Markets, in their capacity as syndication agent for the Second Amendment.

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

“Security Agreement” means the Security Agreement dated as of the Second Amendment Effective Date among the Subsidiary Borrowers and the Agent for the benefit of the Secured Parties, as amended and in effect from time to time.

“Security Documents” means the Security Agreement, the Pledge Agreement, and each other security agreement or other instrument or document executed and delivered pursuant to Section 6.13 to secure any of the Obligations.

“Settlement Date” has the meaning provided in Section 2.07(b).

“Shrink” means Inventory which has been lost, misplaced, stolen, or which is otherwise unaccounted for.

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day..

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

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

“SOFR Day” has the meaning assigned to such term in the definition of “Daily Simple SOFR”.

“Solvent” means, with respect to any Person and its Subsidiaries on a consolidated basis on a particular date, that on such date (a) at fair valuations, all of the properties and assets of such Person and its Subsidiaries are greater than the sum of the debts, including contingent liabilities, of such Person and its Subsidiaries, on a consolidated basis, (b) the present fair saleable value of the properties and assets of such Person and its Subsidiaries is not less than the amount that would be required to pay the probable liability of such Person and its Subsidiaries on its debts as they become absolute and matured, on a consolidated basis, (c) such Person and its Subsidiaries, on a consolidated basis, is able to realize upon its properties and assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person and its Subsidiaries, on a consolidated basis, does not intend to, and does not believe that it will, incur debts beyond such Person’s and its Subsidiaries’ ability to pay as such debts mature, and (e) such Person and its Subsidiaries, on a consolidated basis, is not engaged in a business or a transaction, and is not about to engage in a business or transaction, for which such Person’s or its Subsidiaries’ properties and assets would constitute unreasonably small capital after giving due consideration to the prevailing practices in the industry in which such Person or its Subsidiaries is engaged.

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“Specified Bank Product Amount” or “Specified Bank Product Amounts” have the meanings set forth in the definition of “Specified Bank Products”; provided that at no such time shall the Specified Bank Product Amounts exceed $50,000,000.

“Specified Bank Products” shall mean any Bank Product for which the applicable Lender (or its Affiliate) and the Parent Borrower have provided the Agent written notice of: (a) the existence and nature of the accommodation that is to be a “Specified Bank Product”, (b) with respect to each Specified Bank Product, the Lender’s (or its Affiliate’s) and the Parent Borrower’s agreement as to the maximum dollar amount of the applicable Borrower’s obligations arising under such Specified Bank Product (each such amount, the “Specified Bank Product Amount” and, collectively, all such amounts, the “Specified Bank Product Amounts”) that shall be included in the Bank Product Reserves, and (c) the methodology agreed upon by the applicable Lender (or its Affiliate) and the Parent Borrower to determine the Specified Bank Product Amount.  After any of the foregoing have been established as a Bank Product hereunder, the Specified Bank Product Amount may thereafter be changed by the Agent with respect to Bank Products provided by JPMorgan (or one of its Affiliates) or by written notice to the Agent pursuant to an agreement between the applicable Lender (or its Affiliate) and the Parent Borrower, as applicable; provided that no change in a Specified Bank Product Amount may cause Excess Availability to be less than zero.  Notwithstanding the foregoing, the notification requirements set forth in this definition do not need to be complied with when JPMorgan (or one of its Affiliates) is the provider of the applicable Bank Product.

“Specified Event of Default” means the occurrence of any Event of Default described in (a) Section 8.01(d) (but as it relates to Section 7.09, only), which is not cured within five (5) Business Days, (b) Section 8.01(d) (but as it relates to Section 2.24, only), which is not cured within three (3) days, or (c) Section 8.01(a), Section 8.01(b), Section 8.01(d) (but as it relates to Section 6.01(e) and Section 7.08, only), Section 8.01(h), Section 8.01(i), or Section 8.01(j).

“Specified Existing Commitment” shall mean any Existing Commitments belonging to a Specified Existing Commitment Class.

“Specified Existing Commitment Class” shall have the meaning provided in Section 2.20.

“Specified Subsidiaries” means, collectively, DICL, CDI Contractors, LLC, CDI-Hunt Arkansas JV, Dillard’s Benelux, LLC and UT Center, Inc.

“Standby Letter of Credit” means any Letter of Credit other than a Commercial Letter of Credit.

“Standby Letter of Credit Outstandings” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Standby Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements relating to Standby Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at such time.  The Standby Letter of Credit Outstandings of any Lender at any time shall be its Commitment Percentage of the total Standby Letter of Credit Outstandings at such time.

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“Standby Letters of Credit Sublimit” has the meaning assigned to such term in Section 2.06(c).

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board).  Such reserve percentages shall include those imposed pursuant to such Regulation D of the Board.  Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D of the Board or any comparable regulation.  The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent.  Unless otherwise specified, “Subsidiary” means a Subsidiary of the Parent Borrower.  In no event shall (a) a Permitted Joint Venture be deemed a Subsidiary for purposes of Article VII or (b) a Specified Subsidiary be deemed a Subsidiary for purposes of Article III, Article IV, Article VI, or Article VII.

“Subsidiary Borrowers” means all Borrowers other than the Parent Borrower; provided that no Excluded Subsidiary shall be required to be a Subsidiary Borrower.

“Supported QFC” has the meaning given to such term in Section 10.23.

“Swingline Commitment” means, with respect to each Swingline Lender, the commitment of such Swingline Lender to make Swingline Loans pursuant to Section 2.05 in an aggregate principal amount at any one time outstanding not to exceed $100,000,000.  The Swingline Commitment is part of, and not in addition to, the Total Commitment.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time.  The Swingline Exposure of any Lender at any time shall be the sum of (a) its Commitment Percentage of the aggregate principal amount of all Swingline Loans outstanding at such time (excluding, in the case of any Lender that is a Swingline Lender, Swingline Loans made by it outstanding at such time) and (b) in the case of any Lender that is a Swingline Lender, the aggregate principal amount of all Swingline Loans made by such Lender outstanding at such time to the extent that the other Lenders shall not have funded their participations in such Swingline Loans, in each case adjusted to give effect to any

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reallocation under Section 2.31(c) of the Swingline Exposure of Defaulting Lenders in effect at such time.

“Swingline Lender” means JPMorgan and any other Lender designated as a Swingline Lender in accordance with Section 2.05(c), in their capacity as a lender of Swingline Loans hereunder, and any successor or replacement thereof.

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

“Swingline Maturity Date” shall mean, with respect to any Swingline Loan, the Commitment Termination Date, or such later date as the Swingline Lender may hereafter consent to pursuant to an Extension Amendment or another amendment hereto.

“Syndication Agents” means each of the Effective Date Syndication Agents, the First Amendment Syndication Agents, the Second Amendment Syndication Agents and the Third Amendment Syndication Agents.

“Synthetic Lease” means any lease or other agreement for the use or possession of property creating obligations which do not appear as Indebtedness on the balance sheet of the lessee thereunder but which, upon the insolvency or bankruptcy of such Person, would be characterized as Indebtedness of such lessee without regard to the accounting treatment.

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

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

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

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

“Term SOFR Adjustment” means, for any calculation with respect to (a) a Base Rate Loan (if calculated pursuant to clause (c) of the definition of “Alternate Base Rate”), a percentage per annum equal to 0.10% for such Base Rate Loan or (b) a Term Benchmark Loan, a percentage per annum equal to 0.10% for such Term Benchmark Loan.

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“Term SOFR Notice” means a notification by the Agent to the Lenders and the Parent Borrower of the occurrence of a Term SOFR Transition EventDetermination Day” has the meaning assigned to such term in the definition of “Term SOFR Reference Rate”.

“Term SOFR Transition Event” means the determination by the Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.16 that is not Term SOFR.

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

“Termination Date” shall mean the earliest to occur of (a) with respect to any Class of Commitments or Loans, the Maturity Date applicable to such Class, (b) the date on which the maturity of the Loans are accelerated and the Commitments are terminated in accordance with Section 8.01, or (c) the date of the occurrence of any Event of Default pursuant to Section 8.01(h) or Section 8.01(i).

“Third Amendment” means that certain Amendment No. 3 to Credit Agreement dated as of the Third Amendment Effective Date among the Borrowers, as borrowers, the Lenders party thereto and the Agent.

“Third Amendment Arrangers” means each of JPMorgan, PNC Capital Markets LLC, Regions Capital Markets and Truist Securities, Inc., in their capacity as joint lead arranger and joint bookrunner for the Third Amendment.

“Third Amendment Effective Date” means April 28, 2021.

“Third Amendment Syndication Agents” means each of Bank of America, N.A., Citizens Bank, N.A. and TD Bank, N.A., in their capacity as syndication agent for the Third Amendment.

“Total Commitment” shall mean the sum of the Commitments of all the Lenders at such time.  The Total Commitment as of the Third Amendment Effective Date is $800,000,000.

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

“Trigger Period” has the meaning provided therefor in Section 7.08.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate orTerm SOFR, the Alternate Base Rate or Adjusted Daily Simple SOFR.

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

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

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

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

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

“Unused Commitment” shall mean, on any day, (a) the Total Commitment then in effect, minus (b) the Credit Extensions on such day.

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

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

“U.S. Special Resolution Regimes” has the meaning given to such term in Section 10.23.

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“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.28(f)(ii)(B)(3).

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

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution  or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.02Terms Generally.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply) and all judgments, orders and decrees of all Governmental Authorities.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignments set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (f) any reference in any definition to the phrase “at any time” or “for any period” shall refer to the same time or period for all calculations or determinations within such definition, and (g) the words “asset” and “property” shall be construed to have the same meaning

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and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 1.03Accounting Terms; GAAP.  Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time, provided that, if the Parent Borrower notifies the Agent that the Parent Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Parent Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.  Notwithstanding the foregoing, (a) all liabilities under or in respect of any lease (whether now outstanding or at any time entered into or incurred) that, under GAAP as in effect on the Effective Date, would be accrued as a Rental and Lease Expense and would not constitute a Capital Lease Obligation, shall continue to be treated as Rental and Lease Expense in accordance with GAAP as in effect on the Effective Date and shall not constitute a Capital Lease Obligation, in each case, for purposes of the covenants set forth herein and all defined terms as used therein, (b) Indebtedness shall be determined without giving effect to the application of Financial Accounting Standards Board Accounting Standards Codification 815 (and related interpretations) to the extent such application would otherwise increase or decrease the principal amount of Indebtedness for any purpose hereunder as a result of accounting for any embedded derivatives created by the terms of such Indebtedness and (c) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, (i) without giving effect to any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Subsidiary at “fair value” as defined therein and (ii) without giving effect to any treatment of Indebtedness under Financial Accounting Standards Board Accounting Standards Codification 470-20 or 2105-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, it being agreed that such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Section 1.04Classification of Loans, Commitments and Borrowings.  For purposes of this Agreement, Loans and Commitments may be classified and referred to by Class (e.g., an “Extended Loan” or “Extended Commitments”) or by Type (e.g., a “EurocurrencyTerm Benchmark Loan”) or by Class and Type (e.g., a “EurocurrencyTerm Benchmark Extended Loan”).

Section 1.05Status of Obligations.  The Borrowers agree that the Obligations hereunder are senior in respect of any outstanding subordinated Indebtedness.

Section 1.06Divisions.  For all purposes under the Loan Documents, in connection with any Division or plan of division under Delaware law (or any comparable event under a

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different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.

Section 1.07Interest Rates; LIBORBenchmark Notification.  The interest rate on Eurocurrency Loans is determined by reference to the LIBO Rate, which is derived from the London interbank offered rate.  The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market.  In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate.  As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurocurrency Loans.  In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered ratea Loan denominated in Dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform.  Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, Section 2.16(cb) and (d) provide theprovides a mechanism for determining an alternative rate of interest.  The Agent will promptly notify the Parent Borrower, pursuant to Section 2.16(fa), of any change to the reference rate upon which the interest rate on EurocurrencyTerm Benchmark Loans is based. However, the Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate”any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, (including, without limitation, (a) any such alternative, successor or replacement rate implemented pursuant to Section 2.16(c) or (d), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election,b) and (b) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.16(ec)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rateexisting interest rate being replaced or have the same volume or liquidity as did the London interbank offeredany existing interest rate prior to its discontinuance or unavailability.  The Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers.  Without limiting the provisions of Section 9.02(a), the Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract

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or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.08Letters of Credit.  Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any agreement related thereto, provides for one or more automatic increases in the available amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time) or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrowers and each Lender shall remain in full force and effect until the Issuing Lenders and the Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.

Article II

Amount and Terms of Credit

Section 2.01Commitment of the Lenders.

(a)Each Lender severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions set forth herein, to extend credit (each an “Initial Loan” and, collectively, the “Initial Loans”) to the Borrowers on a revolving basis, in the form of Revolving Loans and Letters of Credit and in an amount not to exceed the lesser of such Lender’s Commitment or such Lender’s Commitment Percentage of the Borrowing Base, subject to the following limitations:

(i)The aggregate outstanding amount of the Credit Extensions shall not at any time exceed the lower of (A) the Total Commitment then in effect (as the same may be adjusted from time to time pursuant to Section 2.09), or (B) the then amount of the Borrowing Base.

(ii)No Lender shall be obligated to issue any Letter of Credit, and Letters of Credit shall be available from any Issuing Lender, subject to the ratable participation of all Lenders, as set forth in Section 2.06.  The Borrowers will not at any time permit the aggregate Letter of Credit Outstandings to exceed the lesser of (x) the aggregate LC Sublimits for all Issuing Lenders and (y) $200,000,000.

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(iii)Subject to all of the other provisions of this Agreement, each Class of Revolving Loans that are repaid may be reborrowed prior to the Termination Date applicable to such Class.  No new Credit Extension under any Class of Commitments, however, shall be made to the Borrowers after the Termination Date applicable to such Class.

(b)Subject to the provisions of Section 2.01(c), each Borrowing of Initial Loans under this Agreement shall be made by the Lenders pro rata in accordance with their then applicable Commitment Percentages with respect to the applicable Class.  Each Borrowing of Extended Loans under this Agreement shall be made by the Lenders of the relevant Extension Series thereof pro rata on the basis of their then applicable Extended Commitments for the applicable Extension Series.  The failure of any Lender to make any Loan shall neither relieve any other Lender of its obligation to fund its Loan in accordance with the provisions of this Agreement nor increase the obligation of any such other Lender.

(c)Notwithstanding anything to the contrary herein contained, Credit Extensions shall be made by the Lenders pro rata in accordance with their respective Commitment Percentages.

Section 2.02Reserves; Changes to Reserves.

(a)The initial Availability Reserves as of the Third Amendment Effective Date are the following:

(i)Gift Certificates: An amount equal to fifty percent (50%) of the Subsidiary Borrowers’ gift certificates, gift cards and cardholder rewards cards outstanding from time to time.

(ii)Rent: An amount equal to two (2) months rent for each leased location of each Subsidiary Borrower; provided that no such Reserve shall be imposed for any location for which a landlord’s waiver reasonably satisfactory to the Agent has been obtained.

(iii)Sales Tax: An amount equal to one hundred percent (100%) of the credit for sales tax payable included in the financial statements of the Parent Borrower and its Subsidiaries most recently delivered to the Agent pursuant to this Agreement.

(b)The Agent may on and after the Third Amendment Effective Date establish additional Reserves or change any of the foregoing Reserves in its Permitted Discretion.

Section 2.03Making of Loans.

(a)Except as set forth in Section 2.16 and Section 2.27, Loans (other than Swingline Loans) by the Lenders shall be either Base Rate Loans or Eurocurrency, Term Benchmark Loans or RFR Loans as the Parent Borrower on behalf of the Borrowers may request subject to and in accordance with this Section 2.03, provided that all Swingline Loans shall be only Base Rate Loans.  All Loans made pursuant to the same Borrowing shall, unless otherwise

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specifically provided herein, be Loans of the same Type.  Each Lender may fulfill its Commitment with respect to any Loan by causing any lending office of such Lender to make such Loan; but any such use of a lending office shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of the applicable Note.  Each Lender shall, subject to its overall policy considerations, use reasonable efforts (but shall not be obligated) to select a lending office which will not result in the payment of increased costs by the Borrowers pursuant to Section 2.26.  Subject to the other provisions of this Section 2.03 and the provisions of Section 2.27, Borrowings of Loans of more than one Type may be incurred at the same time, but no more than fifteen (15) Borrowings of EurocurrencyTerm Benchmark Loans or RFR Loans may be outstanding at any time.  

(b)The Parent Borrower shall give the Agent three (3) U.S. Government Securities Business Days’ prior telephonic (thereafter confirmed in writing) or e-mail notice of each Borrowing of EurocurrencyTerm Benchmark Loans, three (3) U.S. Government Securities Business Days’ prior telephonic (thereafter confirmed in writing) or e-mail notice of each Borrowing of RFR Loans and same-day notice of each Borrowing of Base Rate Loans.  Any such notice, to be effective, must be received by the Agent not later than 11:00 a.m., New York City time, on the third Business Day in the case of EurocurrencyTerm Benchmark Loans prior to the date on which such Borrowing is to be made, on the third Business Day in the case of RFR Loans prior to the date on which such Borrowing is to be made and on the date of the proposed Borrowing in the case of Base Rate Loans.  Such Borrowing Request shall be irrevocable and shall specify the amount of the proposed Borrowing (which shall be in an integral multiple of $1,000,000, but not less than $5,000,000 in the case of EurocurrencyTerm Benchmark Loans or RFR Loans and shall be in an integral multiple of $250,000, but not less than $1,000,000 in the case of Base Rate Loans) and the date thereof (which shall be a Business Day) and shall contain disbursement instructions.  Such Borrowing Request shall specify whether the Borrowing then being requested is to be a Borrowing of Base Rate Loans or Eurocurrency, Term Benchmark Loans or RFR Loans and, if EurocurrencyTerm Benchmark Loans, the Interest Period with respect thereto.  If no election of Interest Period is specified in any such Borrowing Request for a Borrowing of EurocurrencyTerm Benchmark Loans, such Borrowing Request shall be deemed a request for an Interest Period of one month.  If no election is made as to the Type of Loan, such Borrowing Request shall be deemed a request for a Borrowing of Base Rate Loans.  The Agent shall promptly notify each Lender of its proportionate share of such Borrowing, the date of such Borrowing, the Type of Borrowing being requested and the Interest Period or Interest Periods applicable thereto, as appropriate.  On the borrowing date specified in such Borrowing Request, each Lender shall make its share of the Borrowing available at the office of the Agent at 10 South Dearborn Street, 22^nd Floor, Chicago, Illinois, no later than 12:00 noon, New York City time, in immediately available funds.  Unless the Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Agent such Lender’s share of such Borrowing, the Agent may assume that such Lender has made such share available on such date in accordance with this Section and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Agent, then the applicable Lender and the Borrowers severally agree to pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Agent, at (i) in the case of such Lender, the greater of the NYFRB Rate and a rate determined by the Agent

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in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrowers, the interest rate applicable to Base Rate Loans.  If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.  Upon receipt of the funds made available by the Lenders to fund any Borrowing hereunder, the Agent shall disburse such funds in the manner specified in the Borrowing Request delivered by the Parent Borrower and shall use reasonable efforts to make the funds so received from the Lenders available to the Borrowers no later than 3:00 p.m., New York City time.  

(c)If the Borrowers fail to make any payment when due hereunder or under any other Loan Document, the Agent, without the request of the Parent Borrower, shall make a Base Rate Loan in order to pay interest, fees, or other such payments to which the Agent, any Lender or any of their Affiliates is entitled from any Borrower and shall charge the same to the Loan Account.  The Agent shall advise the Parent Borrower of any such Base Rate Loan promptly after the making thereof.  The making of such Loan shall not constitute a waiver of the Borrowers’ obligations under Section 2.21(a) hereof or of the provisions of Section 2.04.

Section 2.04Overadvances.  The Agent and the Lenders have no obligation to make any Loan or to provide any Letter of Credit if an Overadvance would result.  The Agent may, in its discretion, make Permitted Overadvances without the consent of the Lenders and each Lender shall be bound thereby.  Any Permitted Overadvances may constitute Swingline Loans.  The making of any Permitted Overadvance is for the benefit of the Borrowers; such Permitted Overadvances constitute Loans and Obligations.  The making of any such Permitted Overadvances on any one occasion shall not obligate the Agent or any Lender to make or permit any Permitted Overadvances on any other occasion or to permit such Permitted Overadvances to remain outstanding.  The Agent’s authorization to make Permitted Overadvances may be revoked at any time by the Required Supermajority Lenders.  Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.  

Section 2.05Swingline Loans.

(a)General.  The Agent, the Swingline Lenders and the Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after the Parent Borrower requests a Borrowing of Base Rate Loans, the Swingline Lenders may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Lenders and in the amount requested, same day funds to the Borrowers, on the date of the applicable Borrowing to the account specified by the Parent Borrower in such Borrowing Request (each such Loan made solely by the Swingline Lenders pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.07(a).  Each Swingline Loan shall be subject to all the terms and conditions applicable to other Base Rate Loans funded by the Lenders, except that all payments thereon shall be payable to the applicable Swingline Lender solely for its own account.  The aggregate amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment.  The Swingline Lenders shall not make any Swingline Loan if the requested Swingline Loan would cause the aggregate outstanding amount of the Credit Extensions to exceed the lower of (A) the Total Commitment then in effect (as the same may be adjusted from time to time pursuant to Section 2.09), or (B) the then amount of the Borrowing Base (before or after giving effect to

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such Swingline Loan), and the Swingline Lenders (other than JPMorgan) will receive confirmation from the Agent that such requirement is satisfied before making the requested Swingline Loan.  All Swingline Loans shall be Base Rate Loans.

(b)Participations by Lenders in Swingline Loans.  Each Swingline Lender may by written notice given to the Agent not later than 12:00 p.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of its Swingline Loans outstanding.  Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will be required to participate.  Promptly upon the receipt of such notice, the Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Commitment Percentage of such Swingline Loan or Loans.  Each Lender hereby absolutely and unconditionally agrees to pay, upon receipt of notice as provided above in this paragraph, to the Agent, in Dollars, for the account of the applicable Swingline Lender, such Lender’s Commitment Percentage of such Swingline Loan or Loans.  Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.  Each Lender further acknowledges and agrees that, in making any Swingline Loan, each Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Parent Borrower deemed made pursuant to Section 5.02, unless, at least two Business Days prior to the time such Swingline Loan was made, the Required Lenders shall have notified such Swingline Lender (with a copy to the Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 5.02 would not be satisfied if such Swingline Loan were then made (it being understood and agreed that, in the event any Swingline Lender shall have received any such notice, no Swingline Lender shall make any Swingline Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).  Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders under this paragraph), and the Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Lenders.

The Agent shall notify the Parent Borrower of any participations in any Swingline Loan acquired pursuant to the preceding paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Agent and not to the applicable Swingline Lender.  Any amounts received by a Swingline Lender from the Borrowers (or other party on behalf of the Borrowers) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of partcipations therein shall be promptly remitted to the Agent; and any such amounts received by the Agent shall be promptly remitted by the Agent to the Lenders that shall have made their payments pursuant to the preceding paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Agent, as applicable, if and to the extent such payment is required to

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be refunded to the Borrowers for any reason.  The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrowers of any default in the payment thereof.

(c)Additional Swingline Lenders; Replacement of Swingline Lender.  Any Swingline Lender may be added or an existing Swingline Lender may be replaced at any time by written agreement among the Parent Borrower, the Agent and the relevant Swingline Lender(s).  The Agent shall notify the Lenders of any such addition or replacement of a Swingline Lender.  At the time any such replacement shall become effective, the Borrowers shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 2.13(a).  From and after the effective date of any such addition or replacement, (x) the new Swingline Lender shall have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (y) references herein to the term “Swingline Lender” shall be deemed to refer to such new Swingline Lender, successor to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require.  After the replacement of a Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans.

(d)Resignation of Swingline Lender.  Subject to the appointment and acceptance of a successor Swingline Lender, any Swingline Lender may resign as a Swingline Lender at any time upon thirty days’ prior written notice to the Agent, the Parent Borrower and the Lenders, in which case, such Swingline Lender shall be replaced in accordance with Section 2.05(c) above.

Section 2.06Letters of Credit.

(a)General.  Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01, the Parent Borrower may request any Issuing Lender to issue Letters of Credit denominated in Dollars for the account of any Borrower or one of its Subsidiaries in such form as is acceptable to such Issuing Lender in its reasonable determination.  Letters of Credit issued hereunder shall constitute utilization of the Commitments.  An Issuing Lender shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lenders from issuing such Letter of Credit, or any applicable law relating to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Second Amendment Effective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Second Amendment Effective Date and which such Issuing Lender in good faith deems material to it, or (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally.

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(b)Notice of Issuance, Amendment, Renewal or Extension; Auto-Renewal Letters of Credit.

(i)To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit, other than an automatic renewal of an Auto-Renewal Letter of Credit permitted pursuant to clause (ii) of this Section 2.06(b)), the Parent Borrower shall hand deliver, fax or e-mail (in .pdf or .tif format) to the relevant Issuing Lender and the Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit.  If requested by the relevant Issuing Lender, the Parent Borrower also shall submit a letter of credit application on such Issuing Lender’s standard form in connection with any request for a Letter of Credit.  In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Parent Borrower to, or entered into by the Parent Borrower with, an Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(ii)Any Letter of Credit issuable under this Agreement may be issued, if the Parent Borrower so requests and the relevant Issuing Lender so agrees, in the form of an Auto-Renewal Letter of Credit; provided that any such Auto-Renewal Letter of Credit must permit such Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof of such Issuing Lender’s option not to extend the Letter of Credit beyond the expiration date (a “Non-Renewal Notice”).  Such Issuing Lender shall have the option to issue a Non-Renewal Notice during a specified period in each such twelve-month period to be agreed upon by the Parent Borrower, such Issuing Lender and the Agent at the time such Letter of Credit is issued (the date of such notice shall be referred to herein as the “Non-Renewal Notice Date”).  Once an Auto-Renewal Letter of Credit has been issued, each Lender shall be deemed to have authorized (but may not require) the relevant Issuing Lender to permit the renewal of such Letter of Credit at any time to an expiry date not later than one year after its date of issuance or renewal; provided that such Issuing Lender shall not permit any such renewal if such Issuing Lender has reasonably determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms of this Agreement (by reason of the provisions of paragraph (c) or (d) of this Section or otherwise).

(c)Limitations on Amounts.  A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Parent Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate Letter of Credit Outstandings shall not exceed the lesser of (x) the aggregate LC Sublimits for all Issuing Lenders

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and (y) $200,000,000 and, subject to the last sentence of this subsection (c), no more than $100,000,000 of which may be in respect of Standby Letters of Credit (the “Standby Letters of Credit Sublimit”), (ii) the aggregate amount of the Letter of Credit Outstandings attributable to Letters of Credit issued by any Issuing Lender shall not exceed the LC Sublimit of such Issuing Lender, (iii) the Credit Extensions of any Lender shall not exceed the Commitment of such Lender, (iv) the Credit Extensions shall not exceed the Total Commitment and (v) in the event the Maturity Date shall have been extended as provided in Section 2.20, the sum of (x) the Letter of Credit Outstandings attributable to Letters of Credit expiring after any Maturity Date before giving effect to such extension plus (y) the Swingline Exposure attributable to Swingline Loans maturing after such Maturity Date shall not exceed the total Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Swingline Loans.  Each Issuing Lender (other than JPMorgan) will receive confirmation from the Agent that the requirements in clauses (i) and (iv) of the foregoing sentence are satisfied before issuing, amending, renewing or extending a Letter of Credit.  Notwithstanding the foregoing, the Parent Borrower may adjust the amount of the Standby Letters of Credit Sublimit by providing three (3) Business Days prior written notice to the Agent, so long as the total of such Standby Letters of Credit Sublimit plus any Commercial Letter of Credit Outstandings does not exceed the aggregate sublimit for Letter of Credit Outstandings set forth in Section 2.06(c)(i).  The Agent shall promptly confirm to the Parent Borrower, the Issuing Lenders and the Lenders the amount and the effective date of the revised sublimits.

(d)Expiration Date.  Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date twelve-months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, twelve months after the then-current expiration date of such Letter of Credit), subject to automatic renewal of any Auto-Renewal Letter of Credit as provided in Section 2.06(b)(ii), and (ii) the date that is five Business Days prior to the Maturity Date.

(e)Participations.  By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by any Issuing Lender, and without any further action on the part of such Issuing Lender or the Lenders, such Issuing Lender hereby grants to each Lender, and each Lender hereby acquires from such Issuing Lender, a participation in such Letter of Credit equal to such Lender’s Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit.  Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit, the occurrence and continuance of a Default or reduction or termination of the Commitments, or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the expiration thereof or of the Commitments.  Each Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the relevant Issuing Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrowers deemed made pursuant to Section 5.02, unless, at least two Business Days prior to the time of issuance, or the time of any amendment, renewal or extension subject to Section 5.02, of any Letter of Credit by such Issuing Lender (or, in the case of an automatic renewal permitted

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pursuant to clause (ii) of Section 2.06(b), at least two Business Days prior to the time by which the election not to permit renewal must be made by the relevant Issuing Lender), the Required Lenders shall have notified the applicable Issuing Lender (with a copy to the Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 5.02 would not be satisfied if such Letter of Credit were then issued or so amended, renewed or extended (it being understood and agreed that, in the event any Issuing Lender shall have received any such notice, no Issuing Lender shall issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).

In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Agent, for account of the relevant Issuing Lender, such Lender’s Commitment Percentage of each LC Disbursement made by an Issuing Lender (i) in the event the Borrowers fail to reimburse such LC Disbursement when due, as provided in paragraph (f) of this Section, promptly upon the receipt of notice from the Agent referred to in paragraph (f) of this Section and (ii) if any reimbursement payment is required to be refunded to the Borrowers for any reason, at any time thereafter, promptly upon the request of such Issuing Lender.  Such payment shall be made without any offset, abatement, withholding or reduction whatsoever.  Each such payment shall be made in the same manner as provided in Section 2.03 with respect to Loans made by such Lender (and Section 2.03 shall apply, mutatis mutandis, to the payment obligations of the Lenders under this paragraph), and the Agent shall promptly pay to the relevant Issuing Lender the amounts so received by it from the Lenders.  Promptly following receipt by the Agent of any payment from any Borrower pursuant to paragraph (f) of this Section, the Agent shall distribute such payment to the relevant Issuing Lender or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear.  Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

(f)Disbursement and Reimbursement.  If an Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit, such Issuing Lender shall give prompt notice thereof to the Agent and the Parent Borrower by telephone (confirmed by hand delivery, facsimile or e-mail), and the Borrowers shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day that the Parent Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the Parent Borrower receives such notice, if such notice is not received prior to such time; provided that if such LC Disbursement is not less than (x) $2,000,000 in the case of a Borrowing of Base Rate Loans and (y) $1,000,000 in the case of a Borrowing of Swingline Loans, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with a Borrowing of Base Rate Loans or a Borrowing of Swingline Loans in an equivalent amount and, to the extent so financed, the Borrowers’

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obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans or Borrowing of Swingline Loans.

If the Borrowers fail to make such payment when due, the Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Commitment Percentage thereof.

(g)Obligations Absolute.  The Borrowers’ obligation to reimburse LC Disbursements as provided in paragraph (f) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) any payment by an Issuing Lender under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, (iv) the failure to perfect any lien or security interest granted to, or in favor of, the Agent or any of the Lenders as security for any reimbursement obligations in respect of any LC Disbursement, (v) any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the stated expiration date thereof or of the Commitments or (vi) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ obligations hereunder.

Neither the Agent, the Lenders, nor any Issuing Lender or any of their respective Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by any Issuing Lender or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the relevant Issuing Lender; provided that the foregoing shall not be construed to excuse an Issuing Lender from liability to the Borrowers to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are caused by such Issuing Lender’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.  The parties hereto expressly agree, to the fullest extent permitted by law, that, in the absence of gross negligence or willful misconduct on the part of an Issuing Lender (with such absence to be presumed unless otherwise determined by a court of competent jurisdiction in a final and nonappealable judgment), such Issuing Lender shall be deemed to have exercised care in each such determination, and that:

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(i)an Issuing Lender may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit;

(ii)an Issuing Lender shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and

(iii)this sentence shall establish the standard of care to be exercised by an Issuing Lender when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable law, any standard of care inconsistent with the foregoing).

(h)Disbursement Procedures.  The Issuing Lender for any Letter of Credit shall, within the time allowed by applicable law or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit.  Such Issuing Lender shall promptly after such examination notify the Agent and the Parent Borrower by telephone (confirmed by hand delivery, facsimile or e-mail) of such demand for payment if such Issuing Lender has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse such Issuing Lender and the Lenders with respect to any such LC Disbursement.

(i)Interim Interest.  If the Issuing Lender for any Letter of Credit shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to, but excluding the date that the Borrowers reimburse such LC Disbursement, at the rate per annum then applicable to Base Rate Loans; provided that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (f) of this Section, then Section 2.13(d) shall apply.  Interest accrued pursuant to this paragraph shall be for the account of such Issuing Lender, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Lender for such LC Disbursement shall be for the account of such Lender to the extent of such payment, and shall be payable on demand or, if no demand has been made, on the date on which the Borrowers reimburse the applicable LC Disbursement in full.

(j)Additional Issuing Lenders; Replacement of Issuing Lenders.  An Issuing Lender may be added, or an existing Issuing Lender may be replaced, under this Agreement at any time by written agreement between the Parent Borrower, the Agent and the relevant Issuing Lender.  The Agent shall notify the Lenders of any such addition or replacement.  At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the Issuing Lender being replaced pursuant to Section 2.10.  From and after the effective date of any such addition, the new Issuing Lender shall have all the rights and

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obligations of an Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter.  After the replacement of an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement with respect to any outstanding Letters of Credit issued by it prior to such replacement, but shall not be required to issue any new Letters of Credit or to amend, renew or extend any such outstanding Letters of Credit.

(k)Resignation of Issuing Lender.  Subject to the appointment and acceptance of a successor Issuing Lender, any Issuing Lender may resign as an Issuing Lender at any time upon thirty days’ prior written notice to the Agent, the Parent Borrower and the Lenders, in which case, such Issuing Lender shall be replaced in accordance with Section 2.06(j) above.

(l)Issuing Lender Reports to the Agent.  Unless otherwise agreed by the Agent, each Issuing Lender (other than JPMorgan) shall, in addition to its notification obligations set forth elsewhere in this Section, report in writing to the Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Agent) in respect of Letters of Credit issued by such Issuing Lender, including all issuances, extensions, amendments and renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) reasonably prior to the time that such Issuing Lender issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the stated amount of the Letters of Credit issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed), (iii) on each Business Day on which such Issuing Lender makes any LC Disbursement, the date and amount of such LC Disbursement, (iv) on any Business Day on which the Borrowers fail to reimburse an LC Disbursement required to be reimbursed to such Issuing Lender on such day, the date of such failure and the amount of such LC Disbursement and (v) on any other Business Day, such other information as the Agent shall reasonably request as to the Letters of Credit issued by such Issuing Lender.

(m)Cash Collateralization.  If any Event of Default shall occur and be continuing, on the Business Day that the Parent Borrower receives notice from the Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated pursuant to Article VIII, Lenders with Letter of Credit Outstandings representing more than 50% of the total Letter of Credit Outstandings) demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers shall immediately deposit into the Cash Collateral Account an amount in immediately available funds in Dollars equal to 103% of the Letter of Credit Outstandings as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of Article VIII.  The Borrowers also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.31.  Each such deposit shall be held by the Agent as collateral for the Letter of Credit Outstandings and other obligations of the Borrowers under this Agreement, and for this purpose the Borrowers hereby grant a security interest to the Agent for the benefit of the Lenders and the Issuing Lenders in such collateral account and in any financial assets (as defined in the UCC) or other property held therein.  In addition, and without limiting the foregoing or paragraph (d)(ii) of this Section, if there are any Letter of Credit Outstandings