EX-10.1





 Exhibit 10.1 

Execution Version 
  

 
  

FIRST LIEN CREDIT AGREEMENT 

dated as of 
 May 6, 2014

 among 
 WME IMG HOLDINGS,
LLC, 
 as Holdings, 
 WME IMG,
LLC, 
 as Intermediate Holdings, 

WILLIAM MORRIS ENDEAVOR ENTERTAINMENT, LLC, 

as a Borrower 
 IRIS MERGER SUB,
INC., 
 (which on the Effective Date shall be merged with and into IMG Worldwide Holdings, Inc., which will in turn merge with and into IMG
Iris Merger Sub, Inc., with IMG Worldwide Holdings, Inc. surviving such merger and then converting to a limited liability company known as IMG Worldwide Holdings, LLC and then merging with New Iris LLC with IMG Worldwide Holdings, LLC surviving such
merger), 
 as a Borrower 
 The
Lenders Party Hereto, 
 JPMORGAN CHASE BANK, N.A., 

as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank 

BARCLAYS BANK PLC, 
 as Syndication
Agent, 
 and 
 ROYAL BANK OF
CANADA and DEUTSCHE BANK AG NEW YORK BRANCH, 
 as Co-Documentation Agents 

 
  

J.P. MORGAN SECURITIES LLC, 

BARCLAYS BANK PLC, 
 RBC CAPITAL
MARKETS1 and 
 DEUTSCHE BANK SECURITIES INC., 

as Lead Arrangers and Joint Bookrunners 

CREDIT SUISSE SECURITIES (USA) LLC and UBS SECURITIES LLC, 

as Co-Managers 
  

 
  

 
  

	1 	 RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its
affiliates. 














 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
	ARTICLE I	  

	
	DEFINITIONS	  

			
	 SECTION 1.01
	 	Defined Terms	  	 	1	 
	 SECTION 1.02
	 	Classification of Loans and Borrowings	  	 	75	 
	 SECTION 1.03
	 	Terms Generally	  	 	75	 
	 SECTION 1.04
	 	Accounting Terms; GAAP	  	 	76	 
	 SECTION 1.05
	 	Effectuation of Transactions	  	 	76	 
	 SECTION 1.06
	 	Currency Translation; Rates	  	 	77	 
	
	ARTICLE II	  

	
	THE CREDITS	  

			
	 SECTION 2.01
	 	Commitments	  	 	78	 
	 SECTION 2.02
	 	Loans and Borrowings	  	 	78	 
	 SECTION 2.03
	 	Requests for Borrowings	  	 	79	 
	 SECTION 2.04
	 	Swingline Loans	  	 	80	 
	 SECTION 2.05
	 	Letters of Credit	  	 	82	 
	 SECTION 2.06
	 	Funding of Borrowings	  	 	88	 
	 SECTION 2.07
	 	Interest Elections	  	 	89	 
	 SECTION 2.08
	 	Termination and Reduction of Commitments	  	 	90	 
	 SECTION 2.09
	 	Repayment of Loans; Evidence of Debt	  	 	90	 
	 SECTION 2.10
	 	Amortization of Term Loans	  	 	91	 
	 SECTION 2.11
	 	Prepayment of Loans	  	 	92	 
	 SECTION 2.12
	 	Fees	  	 	102	 
	 SECTION 2.13
	 	Interest	  	 	103	 
	 SECTION 2.14
	 	Alternate Rate of Interest	  	 	104	 
	 SECTION 2.15
	 	Increased Costs	  	 	105	 
	 SECTION 2.16
	 	Break Funding Payments	  	 	106	 
	 SECTION 2.17
	 	Taxes	  	 	107	 
	 SECTION 2.18
	 	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	  	 	110	 
	 SECTION 2.19
	 	Mitigation Obligations; Replacement of Lenders	  	 	112	 
	 SECTION 2.20
	 	Incremental Loans and Commitments	  	 	113	 
	 SECTION 2.21
	 	Refinancing Amendments	  	 	116	 
	 SECTION 2.22
	 	Defaulting Lenders	  	 	117	 
	 SECTION 2.23
	 	Illegality	  	 	119	 
	 SECTION 2.24
	 	Loan Modification Offers	  	 	119	 
	
	ARTICLE III	  

	
	REPRESENTATIONS AND WARRANTIES	  

			
	 SECTION 3.01
	 	Organization; Powers	  	 	120	 
	 SECTION 3.02
	 	Authorization; Enforceability	  	 	121	 


  
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	 SECTION 3.03
	 	Governmental Approvals; No Conflicts	  	 	121	 
	 SECTION 3.04
	 	Financial Condition; No Material Adverse Effect	  	 	121	 
	 SECTION 3.05
	 	Properties	  	 	122	 
	 SECTION 3.06
	 	Litigation and Environmental Matters	  	 	122	 
	 SECTION 3.07
	 	Compliance with Laws and Agreements	  	 	123	 
	 SECTION 3.08
	 	Investment Company Status	  	 	123	 
	 SECTION 3.09
	 	Taxes	  	 	123	 
	 SECTION 3.10
	 	ERISA	  	 	123	 
	 SECTION 3.11
	 	Disclosure	  	 	124	 
	 SECTION 3.12
	 	Subsidiaries	  	 	124	 
	 SECTION 3.13
	 	Intellectual Property; Licenses, Etc.	  	 	124	 
	 SECTION 3.14
	 	Solvency	  	 	124	 
	 SECTION 3.15
	 	Senior Indebtedness	  	 	124	 
	 SECTION 3.16
	 	Federal Reserve Regulations	  	 	124	 
	 SECTION 3.17
	 	Use of Proceeds	  	 	125	 
	 SECTION 3.18
	 	PATRIOT Act, OFAC and FCPA	  	 	125	 
	
	ARTICLE IV	  

	
	CONDITIONS	  

	 SECTION 4.01
	 	Effective Date	  	 	126	 
	 SECTION 4.02
	 	Each Credit Event	  	 	128	 
	
	ARTICLE V	  

	
	AFFIRMATIVE COVENANTS	  

			
	 SECTION 5.01
	 	Financial Statements and Other Information	  	 	128	 
	 SECTION 5.02
	 	Notices of Material Events	  	 	132	 
	 SECTION 5.03
	 	Information Regarding Collateral	  	 	132	 
	 SECTION 5.04
	 	Existence; Conduct of Business	  	 	133	 
	 SECTION 5.05
	 	Payment of Taxes, Etc.	  	 	133	 
	 SECTION 5.06
	 	Maintenance of Properties	  	 	133	 
	 SECTION 5.07
	 	Insurance	  	 	133	 
	 SECTION 5.08
	 	Books and Records; Inspection and Audit Rights	  	 	134	 
	 SECTION 5.09
	 	Compliance with Laws	  	 	134	 
	 SECTION 5.10
	 	Use of Proceeds and Letters of Credit	  	 	135	 
	 SECTION 5.11
	 	Additional Subsidiaries	  	 	135	 
	 SECTION 5.12
	 	Further Assurances	  	 	135	 
	 SECTION 5.13
	 	Ratings	  	 	136	 
	 SECTION 5.14
	 	Certain Post-Closing Obligations	  	 	136	 
	 SECTION 5.15
	 	Designation of Subsidiaries	  	 	136	 
	 SECTION 5.16
	 	Change in Business	  	 	136	 
	 SECTION 5.17
	 	Changes in Fiscal Periods	  	 	137	 


  
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	ARTICLE VI	  

	
	NEGATIVE COVENANTS	  

			
	 SECTION 6.01
	 	Indebtedness; Certain Equity Securities	  	 	137	 
	 SECTION 6.02
	 	Liens	  	 	142	 
	 SECTION 6.03
	 	Fundamental Changes	  	 	145	 
	 SECTION 6.04
	 	Investments, Loans, Advances, Guarantees and Acquisitions	  	 	148	 
	 SECTION 6.05
	 	Asset Sales	  	 	150	 
	 SECTION 6.06
	 	Holdings Covenant	  	 	153	 
	 SECTION 6.07
	 	Negative Pledge	  	 	153	 
	 SECTION 6.08
	 	Restricted Payments; Certain Payments of Indebtedness	  	 	155	 
	 SECTION 6.09
	 	Transactions with Affiliates	  	 	160	 
	 SECTION 6.10
	 	Financial Covenant	  	 	161	 
	
	ARTICLE VII	  

	
	EVENTS OF DEFAULT	  

			
	 SECTION 7.01
	 	Events of Default	  	 	161	 
	 SECTION 7.02
	 	Right to Cure	  	 	164	 
	 SECTION 7.03
	 	Application of Proceeds	  	 	165	 
	
	ARTICLE VIII	  

	
	THE ADMINISTRATIVE AGENT	  

	
	ARTICLE IX	  

	
	MISCELLANEOUS	  

			
	 SECTION 9.01
	 	Notices	  	 	170	 
	 SECTION 9.02
	 	Waivers; Amendments	  	 	172	 
	 SECTION 9.03
	 	Expenses; Indemnity; Damage Waiver	  	 	175	 
	 SECTION 9.04
	 	Successors and Assigns	  	 	177	 
	 SECTION 9.05
	 	Survival	  	 	184	 
	 SECTION 9.06
	 	Counterparts; Integration; Effectiveness	  	 	184	 
	 SECTION 9.07
	 	Severability	  	 	184	 
	 SECTION 9.08
	 	Right of Setoff	  	 	185	 
	 SECTION 9.09
	 	Governing Law; Jurisdiction; Consent to Service of Process	  	 	185	 
	 SECTION 9.10
	 	WAIVER OF JURY TRIAL	  	 	186	 
	 SECTION 9.11
	 	Headings	  	 	186	 
	 SECTION 9.12
	 	Confidentiality	  	 	186	 
	 SECTION 9.13
	 	USA Patriot Act	  	 	188	 
	 SECTION 9.14
	 	Judgment Currency	  	 	188	 
	 SECTION 9.15
	 	Release of Liens and Guarantees	  	 	188	 
	 SECTION 9.16
	 	No Fiduciary Relationship	  	 	189	 
	 SECTION 9.17
	 	Effectiveness of the Mergers	  	 	189	 
	 SECTION 9.18
	 	Obligations Joint and Several	  	 	189	 


  
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	SCHEDULES:	  		    	
			
	Schedule 1.01(a)	  	—	    	Excluded Subsidiaries
	Schedule 1.01(b)	  	—	    	Existing LCs
	Schedule 2.01(a)	  	—	    	Term Commitments
	Schedule 2.01(b)	  	—	    	Revolving Commitments
	Schedule 3.05	  	—	    	Effective Date Material Real Property
	Schedule 3.12	  	—	    	Subsidiaries
	Schedule 5.14(a)	  	—	    	Certain Post-Closing Obligations
	Schedule 5.14(b)	  	—	    	Additional Post-Closing Obligations
	Schedule 6.01	  	—	    	Existing Indebtedness
	Schedule 6.02	  	—	    	Existing Liens
	Schedule 6.04(f)	  	—	    	Existing Investments
	Schedule 6.07	  	—	    	Existing Restrictions
	Schedule 6.09	  	—	    	Existing Affiliate Transactions
			
	EXHIBITS:	  		    	
			
	Exhibit A	  	—	    	Form of Assignment and Assumption
	Exhibit B	  	—	    	Form of Affiliated Lender Assignment and Assumption
	Exhibit C	  	—	    	Form of Guarantee Agreement
	Exhibit D	  	—	    	Form of Collateral Agreement
	Exhibit E	  	—	    	Form of First Lien Intercreditor Agreement
	Exhibit F	  	—	    	Form of First Lien/Second Lien Intercreditor Agreement
	Exhibit G	  	—	    	Form of Closing Certificate
	Exhibit H	  	—	    	Form of Intercompany Note
	Exhibit I	  	—	    	Form of Specified Discount Prepayment Notice
	Exhibit J	  	—	    	Form of Specified Discount Prepayment Response
	Exhibit K	  	—	    	Form of Discount Range Prepayment Notice
	Exhibit L	  	—	    	Form of Discount Range Prepayment Offer
	Exhibit M	  	—	    	Form of Solicited Discounted Prepayment Notice
	Exhibit N	  	—	    	Form of Solicited Discounted Prepayment Offer
	Exhibit O	  	—	    	Form of Acceptance and Prepayment Notice
	Exhibit P-1	  	—	    	Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit P-2	  	—	    	Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit P-3	  	—	    	Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit P-4	  	—	    	Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit Q	  	—	    	Form of Mortgage


  
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 FIRST LIEN CREDIT AGREEMENT dated as of May 6, 2014 (this
“Agreement”), among WME IMG HOLDINGS, LLC, a Delaware limited liability company (“Initial Holdings”), WME IMG, LLC, a Delaware limited liability company (“Intermediate Holdings”), WILLIAM MORRIS
ENDEAVOR ENTERTAINMENT, LLC, a Delaware limited liability company (“WME”), IRIS MERGER SUB, INC., a Delaware corporation (“Iris Merger Sub”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative
Agent and as Collateral Agent. 
 WHEREAS, the Borrowers have requested (a) the Term Lenders to extend Term Loans, which, on the
Effective Date shall be in an aggregate principal amount of $1,900,000,000, (b) the Revolving Lenders to provide Revolving Loans, subject to the Revolving Commitment, which, on the Effective Date shall be in an aggregate principal amount of
$100,000,000, to any Borrower at any time during the Revolving Availability Period, (c) the Issuing Banks to issue Letters of Credit at any time during the Revolving Availability Period, in an aggregate face amount at any time outstanding not
in excess of $40,000,000, and (d) the Swingline Lender to extend credit in the form of Swingline Loans at any time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding not in excess of $20,000,000;

 NOW THEREFORE, the parties hereto agree as follows: 

ARTICLE I 
 DEFINITIONS 

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

“ABR” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are bearing interest at a rate determined by reference to the Alternate Base Rate. 
 “Acceptable Discount” has the meaning
assigned to such term in Section 2.11(a)(ii)(D). 
 “Acceptable Prepayment Amount” has the meaning assigned to such
term in Section 2.11(a)(ii)(D). 
 “Acceptance and Prepayment Notice” means an irrevocable written notice from a Term
Lender accepting a Solicited Discounted Prepayment Offer to make a Discounted Term Loan Prepayment at the Acceptable Discount specified therein pursuant to Section 2.11(a)(ii)(D) substantially in the form of Exhibit O. 

“Acceptance Date” has the meaning specified in Section 2.11(a)(ii)(D). 

“Accepting Lenders” has the meaning specified in Section 2.24(a). 

“Accounting Changes” has the meaning specified in Section 1.04(d). 












 “Acquired EBITDA” means, with respect to any Pro Forma Entity for any
period, as the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined as if references to Holdings, the Borrowers and the Restricted Subsidiaries in the definition of “Consolidated EBITDA” were references to
such Pro Forma Entity and its Subsidiaries which will become Restricted Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity. 

“Acquired Entity or Business” has the meaning assigned to such term in the definition of “Consolidated EBITDA.”

 “Acquisition” means the acquisition of the Target and its subsidiaries pursuant to the Acquisition Agreement. 

“Acquisition Agreement” means the Agreement and Plan of Merger dated as of December 18, 2013, among WME, Iris Merger
Sub, the Target and Winston W. Hutchins, solely in his capacity as Stockholders’ Representative (as defined therein). 

“Acquisition Documents” means the Acquisition Agreement, all other agreements entered into between the Target or its
Affiliates and Holdings or its Affiliates in connection with the Acquisition and all schedules, exhibits and annexes to each of the foregoing and all side letters, instruments and agreements affecting the terms of the foregoing or entered into in
connection therewith. 
 “Acquisition Transaction” means the purchase or other acquisition, by merger, consolidation or
otherwise, by Holdings, Intermediate Holdings or any Subsidiary of any Equity Interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business
of), any Person. 
 “Additional Lender” means, at any time, any bank or other financial institution (including any such
bank or financial institution that is a Lender at such time) that agrees to provide any portion of any (a) Incremental Facility pursuant to an Incremental Facility Amendment in accordance with Section 2.20 or (b) Credit Agreement
Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.21; provided that each Additional Lender (other than any Person that is a Lender, an Affiliate of a Lender or an Approved Fund of a Lender at such
time) shall be subject to the approval of the Administrative Agent (such approval in each case not to be unreasonably withheld or delayed) and the Borrowers. 

“Additional/Replacement Revolving Commitment” has the meaning assigned to such term in Section 2.20(a). 

“Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum
(rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. 

  
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 “Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as
administrative agent hereunder and under the other Loan Documents, and its successors in such capacity as provided in Article VIII. 

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

“Affected Class” has the meaning specified in Section 2.24(a). 

“Affiliate” means, with respect to a specified Person, another Person that directly or indirectly Controls or is Controlled
by or is under common Control with the Person specified. 
 “Affiliated Debt Fund” means an Affiliated Lender that is a
bona fide debt fund primarily engaged in, or that advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the
ordinary course and the investment decisions of which are not controlled by the private equity business of Silver Lake Partners. 

“Affiliated Lender” means, at any time, any Lender that is an Affiliate of a Borrower (other than Holdings, Intermediate
Holdings, another Borrower or any of their respective Subsidiaries) at such time. 
 “Affiliated Lender Assignment and
Assumption” has the meaning assigned to such term in Section 9.04(g)(5). 
 “Affiliated Lender Cap” has the
meaning assigned to such term in Section 9.04(g)(4). 
 “Agent” means the Administrative Agent, the Collateral Agent,
each Lead Arranger, each Joint Bookrunner, each Co-Manager, the Syndication Agent, each Co-Documentation Agent and any successors and assigns in such capacity, and
“Agents” means two or more of them. 
 “Agreement” has the meaning provided in the preamble hereto. 

“Agreement Currency” has the meaning assigned to such term in Section 9.14(b). 

“Alternate Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds
Effective Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by JPMorgan as its “prime rate,” and (c) the Adjusted LIBO Rate on such day (or if such day is not a Business Day,
the immediately preceding Business Day) for a deposit in dollars with a maturity of one month plus 1.00%. The “prime rate” is a rate set by JPMorgan Chase Bank based upon various factors including JPMorgan Chase Bank’s costs and
desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by JPMorgan Chase Bank shall
take effect at the opening of business on the day specified in the public announcement of such change. Notwithstanding the foregoing and solely with respect to Term Loans, the Alternate Base Rate will be deemed to be 2.00% per annum if the Alternate
Base Rate calculated pursuant to the foregoing provisions would otherwise be less than 2.00% per annum. 

  
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 “Applicable Account” means, with respect to any payment to be made to the
Administrative Agent hereunder, the account specified by the Administrative Agent from time to time for the purpose of receiving payments of such type. 

“Applicable Creditor” has the meaning assigned to such term in Section 9.14(b). 

“Applicable Discount” has the meaning assigned to such term in Section 2.11(a)(ii)(C). 

“Applicable Fronting Exposure” means, with respect to any Person that is an Issuing Bank or a Swingline Lender at any time,
the sum of (a) the Dollar Equivalent of the aggregate amount of all Letters of Credit issued by such Person in its capacity as an Issuing Bank (if applicable) that remains available for drawing at such time, (b) the Dollar Equivalent of
the aggregate amount of all LC Disbursements made by such Person in its capacity as an Issuing Bank (if applicable) that have not yet been reimbursed by or on behalf of a Borrower at such time and (c) the aggregate principal amount of all
Swingline Loans made by such Person in its capacity as a Swingline Lender (if applicable) outstanding at such time. 
 “Applicable
Percentage” means, at any time with respect to any Revolving Lender, the percentage of the aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time (or, if the Revolving Commitments have terminated
or expired, such Lender’s share of the total Revolving Exposure at that time); provided that, at any time any Revolving Lender shall be a Defaulting Lender, “Applicable Percentage” shall mean the percentage of the total
Revolving Commitments (disregarding any such Defaulting Lender’s Revolving Commitment) represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments pursuant to this Agreement and to any Lender’s status as a Defaulting Lender at the time of determination. 

“Applicable Rate” means, for any day, (a) with respect to any Term Loan, (i) 3.25% per annum, in the case of an ABR Loan
and (ii) 4.25%, in the case of a Eurocurrency Loan, and (b) with respect to any ABR Loan or Eurocurrency Loan that is a Revolving Loan, the applicable rate per annum set forth below under the caption “ABR Spread” or “Eurocurrency
Spread”, as the case may be, based upon the First Lien Leverage Ratio as of the end of the fiscal quarter of Holdings for which consolidated financial statements have theretofore been most recently delivered pursuant to Section 5.01(a) or
Section 5.01(b); provided that, for purposes of clause (b), until the date of the delivery of the consolidated financial statements pursuant to Section 5.01(a) or Section 5.01(b) as of and for the fiscal quarter ended
September 30, 2014, the Applicable Rate shall be based on the rates per annum set forth in Category 1: 

  
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	 Category
	  	 First Lien Leverage Ratio
	  	
Eurocurrency Spread
	 	 	
ABR Spread
	 
	1	  	Greater than 4.00 to 1.0	  	 	2.50	% 	 	 	1.50	% 
	2	  	 Less than or equal to 4.00 to 1.0

but greater than 3.25 to 1.0
	  	 	2.25	% 	 	 	1.25	% 
	3	  	Less than or equal to 3.25 to 1.0	  	 	2.00	% 	 	 	1.00	% 

 For purposes of the foregoing, each change in the Applicable Rate resulting from a change in the First Lien
Leverage Ratio shall be effective during the period commencing on and including the Business Day following the date of delivery to the Administrative Agent pursuant to Section 5.01(a) or Section 5.01(b) of the consolidated financial
statements and related Compliance Certificate indicating such change and ending on the date immediately preceding the effective date of the next such change. Notwithstanding the foregoing, the Applicable Rate, at the option of the Administrative
Agent or the Majority in Interest of the Revolving Lenders, shall be based on the rates per annum set forth in Category 1 (i) at any time that an Event of Default under Section 7.01(a) has occurred and is continuing and shall continue to so
apply to but excluding the date on which such Event of Default shall cease to be continuing (and thereafter, the Category otherwise determined in accordance with this definition shall apply) or (ii) if Holdings fails to deliver the consolidated
financial statements required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) or any Compliance Certificate required to be delivered pursuant hereto, in each case within the time periods specified herein for such delivery,
during the period commencing on and including the day of the occurrence of a Default resulting from such failure and until the delivery thereof. 

“Approved Bank” has the meaning assigned to such term in the definition of “Permitted Investments.” 

“Approved Foreign Bank” has the meaning assigned to such term in the definition of “Permitted Investments.” 

“Approved Fund” means any Fund 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. 
 “Assignment and Assumption” means
an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any Person whose consent is required by Section 9.04), or as otherwise required to be entered into under the terms of this Agreement,
substantially in the form of Exhibit A or any other form reasonably approved by the Administrative Agent. 

  
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 “Auction Agent” means (a) the Administrative Agent or (b) any
other financial institution or advisor employed by Holdings, Intermediate Holdings or a Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to
Section 2.11(a)(ii); provided that neither Holdings, Intermediate Holdings nor a Borrower shall designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the
Administrative Agent shall be under no obligation to agree to act as the Auction Agent). 
 “Audited Financial Statements”
means (a) the audited consolidated statements of financial position of the Target and its Subsidiaries for the fiscal years ended December 31, 2010, December 31, 2011 and December 31, 2012, and the related consolidated statements
of income, comprehensive income, stockholders’ equity and cash flows of the Target and its Subsidiaries, including the notes thereto and (a) the audited consolidated statements of financial position of WME and its Subsidiaries for the
fiscal years ended December 31, 2010, December 31, 2011 and December 31, 2012, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of WME and its Subsidiaries, including
the notes thereto. 
 “Available Amount” means a cumulative amount equal to (without duplication): 

(a) $75,000,000 (the “Starter Basket”), plus 

(b) 50% of Consolidated Net Income for the period (treated as one accounting period) from the first day of the first fiscal
quarter of Holdings commencing after the Effective Date to the end of the most recent Test Period, plus 
 (c)
returns, profits, distributions and similar amounts received in cash or Permitted Investments by Intermediate Holdings, the Borrowers and the Restricted Subsidiaries on Investments made using the Available Amount (not to exceed the amount of such
Investments), plus 
 (d) Investments of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in
any Unrestricted Subsidiary made using the Available Amount that has been re-designated as a Restricted Subsidiary or that has been merged or consolidated with or into Intermediate Holdings, any Borrower or
any of the Restricted Subsidiaries (up to the lesser of (i) the Fair Market Value of the Investments of Intermediate Holdings, the Borrowers and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such re-designation or merger or consolidation and (ii) the Fair Market Value of the original Investment by Intermediate Holdings, the Borrowers and the Restricted Subsidiaries in such Unrestricted Subsidiary),
plus 
 (e) the Net Proceeds of a sale or other Disposition of any Unrestricted Subsidiary (including the issuance of
stock of an Unrestricted Subsidiary) received by Intermediate Holdings, any Borrower or any Restricted Subsidiary, plus 

(f) to the extent not included in Consolidated Net Income, dividends or other distributions or returns on capital received by
Intermediate Holdings, any Borrower or any Restricted Subsidiary from an Unrestricted Subsidiary, plus 

  
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 (g) the aggregate amount of any Retained Declined Proceeds since the
Effective Date; 
 provided that use of the Available Amount (other than the Starter Basket) shall be subject to compliance with a minimum Interest
Coverage Ratio of at least 2.00 to 1.00, calculated on a Pro Forma Basis. 
 “Available Equity Amount” means a cumulative
amount equal to (without duplication): 
 (a) the Net Proceeds of new public or private issuances of Qualified Equity
Interests in Holdings or any parent of Holdings which are contributed to Intermediate Holdings or a Borrower, plus 

(b) capital contributions received by Intermediate Holdings or a Borrower after the Effective Date in cash or Permitted
Investments (other than in respect of any Disqualified Equity Interest), plus 
 (c) the net cash proceeds received by
Intermediate Holdings or a Borrower from Indebtedness and Disqualified Equity Interest issuances issued after the Effective Date and which have been exchanged or converted into Qualified Equity Interests, plus 

(d) returns, profits, distributions and similar amounts received in cash or Permitted Investments by Intermediate Holdings, the
Borrowers and the Restricted Subsidiaries on Investments made using the Available Equity Amount (not to exceed the amount of such Investments); provided that the Available Equity Amount shall not include any Cure Amount. 

“Basel III” means, collectively, those certain agreements on capital requirements, a leverage ratio and liquidity standards
contained in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems,” “Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring,” and “Guidance for National
Authorities Operating the Countercyclical Capital Buffer,” each as published by the Basel Committee on Banking Supervision in December 2010 (as revised from time to time), and as implemented by a Lender’s primary banking regulatory
authority. 
 “Board of Directors” means, with respect to any Person, (a) in the case of any corporation, the board of
directors of such Person or any committee thereof duly authorized to act on behalf of such board, (b) in the case of any limited liability company, the board of managers, board of directors, manager or managing member of such Person or the
functional equivalent of the foregoing, (c) in the case of any partnership, the board of directors, board of managers, manager or managing member of a general partner of such Person or the functional equivalent of the foregoing and (d) in
any other case, the functional equivalent of the foregoing. 
 “Board of Governors” means the Board of Governors of the
Federal Reserve System of the United States of America. 

  
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 “Borrower” means (a) prior to the consummation of the Mergers, each of
WME and Iris Merger Sub on a several but not joint basis in accordance with Section 2.02(d) and (b) immediately after consummation of the Mergers, WME and IMG LLC, collectively and on a joint and several basis. 

“Borrower Offer of Specified Discount Prepayment” means the offer by the Borrowers to make a voluntary prepayment of Term
Loans at a specified discount to par pursuant to Section 2.11(a)(ii)(B). 
 “Borrower Solicitation of Discount Range Prepayment
Offers” means the solicitation by the Borrowers of offers for, and the corresponding acceptance by a Term Lender of, a voluntary prepayment of Term Loans at a specified range at a discount to par pursuant to Section 2.11(a)(ii)(C).

 “Borrower Solicitation of Discounted Prepayment Offers” means the solicitation by the Borrowers of offers for, and the
subsequent acceptance, if any, by a Term Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.11(a)(ii)(D). 

“Borrowing” means (a) Loans of the same Class and Type, made, converted or continued on the same date in the same
currency and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan. 

“Borrowing Minimum” means (a) in the case of a Revolving Loan Borrowing, $1,000,000 and (b) in the case of a
Swingline Loan, $100,000. 
 “Borrowing Multiple” means (a) in the case of a Revolving Loan Borrowing, $1,000,000 and
(b) in the case of a Swingline Loan, $100,000. 
 “Borrowing Request” means a request by the Borrowers for a Borrowing
in accordance with Section 2.03. 
 “Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed; provided that 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. 
 “Capital Expenditures” means, for any period, the additions
to property, plant and equipment and other capital expenditures of Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of Holdings for such period
prepared in accordance with GAAP. 
 “Capital Lease Obligation” means an obligation that is a Capitalized Lease; and the
amount of Indebtedness represented thereby at any time shall be the amount of the liability in respect thereof that would at that time be required to be capitalized on a balance sheet in accordance with GAAP as in effect on the Effective Date. 

  
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 “Capitalized Leases” means all leases that have been or should be, in
accordance with GAAP as in effect on the Effective Date, recorded as capitalized leases. 
 “Capitalized Software
Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries during such period in respect of
purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of Holdings, Intermediate Holdings, the Borrowers
and the Restricted Subsidiaries. 
 “Cash Collateralize” means to pledge and deposit with or deliver to the Collateral
Agent, for the benefit of one or more of the Issuing Banks or Revolving Lenders, as collateral for LC Exposure or obligations of the Revolving Lenders to fund participations in respect of LC Exposure, cash or deposit account balances under the sole
dominion and control of the Collateral Agent or, if the Collateral Agent and each Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the
Collateral Agent and each applicable Issuing Bank. “Cash Collateral” and “Cash Collateralization” shall have meanings correlative to the foregoing and shall include the proceeds of such cash collateral and other
credit support. 
 “Cash Management Obligations” means (a) obligations in respect of any overdraft and related
liabilities arising from treasury, depository, cash pooling arrangements and cash management services or any automated clearing house transfers of funds and (b) other obligations in respect of netting services, employee credit or purchase card
programs and similar arrangements. 
 “Cash Management Services” has the meaning assigned to such term in the definition of
“Secured Cash Management Obligations.” 
 “Casualty Event” means any event that gives rise to the receipt by
Intermediate Holdings, any Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment,
fixed assets or real property. 
 “CFC” means a “controlled foreign corporation” within the meaning of
Section 957 of the Code. 
 “Change in Control” means: 

(a) the failure of Holdings, or after an IPO, an IPO Entity, to own directly or indirectly through wholly-owned Subsidiaries
that are Guarantors, all of the Equity Interests in Intermediate Holdings (other than up to 0.3% of the outstanding Equity Interests of Intermediate Holdings that may be issued to individual partners), 

(b) the failure of Intermediate Holdings, directly or indirectly through wholly-owned
subsidiaries that are Guarantors (including, for the avoidance of doubt, through wholly-owned subsidiaries that are subsidiaries of the Borrowers), to own all of the Equity Interests in the Borrowers (other than up to 0.3% of the outstanding Equity
Interests of the Borrowers that may be issued to individual partners), 

  
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 (c) prior to an IPO, the failure by the Permitted Holders to, directly or
indirectly through one or more holding companies, have the right (pursuant to contract, proxy, ownership of Equity Interests or otherwise) to designate, nominate or appoint (and do so designate, nominate or appoint) the Board of Directors of
Holdings, 
 (d) after an IPO, any person, entity or “group”, other than the Permitted Holders (or any holding
company parent of Holdings owned directly or indirectly by the Permitted Holders), shall at any time have acquired direct or indirect beneficial ownership of voting power of the outstanding Voting Stock of Holdings having more than the greater of
(A) 40% of the ordinary voting power for the election of the Board of Directors of Holdings or the IPO Entity and (B) the percentage of the ordinary voting power for the election of the Board of Directors of Holdings or the IPO Entity owned in
the aggregate, directly or indirectly, beneficially, by the Permitted Holders, unless the Permitted Holders, directly or indirectly through one or more holding company parent of Holdings or the IPO Entity, have the right (pursuant to contract,
proxy, ownership of Equity Interests or otherwise) to designate, nominate or appoint (and do so designate, nominate or appoint) the Board of Directors of Holdings or a majority of the Board of Directors of the IPO Entity, or 

(e) the occurrence of a “Change of Control” as defined in the Second Lien Credit Agreement (and any Permitted
Refinancing thereof). 
 For purposes of this definition, (i) “beneficial ownership” shall be as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act, (ii) the phrase Person or “group” is within the meaning of Section 13(d) or 14(d) of the Exchange Act, but
excluding any employee benefit plan of such Person or “group” and its subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and (iii) if any Person or
“group” includes one or more Permitted Holders, the issued and outstanding Equity Interests of Holdings, the IPO Entity or the Borrowers, as applicable, directly or indirectly owned by the Permitted Holders that are part of such Person or
“group” shall not be treated as being owned by such Person or “group” for purposes of determining whether clause (d) of this definition is triggered). 

“Change in Law” means (a) the adoption of any rule, regulation, treaty or other law after the date of this Agreement,
(b) any change in any rule, regulation, treaty or other law or in the administration, interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) the making or issuance of any request,
guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (i) any requests, rules,
guidelines or directives under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or issued in connection therewith and (ii) any requests, rules, guidelines or directives promulgated by the Bank of International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case shall be deemed to be a “Change


  
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in Law,” to the extent enacted, adopted, promulgated or issued after the date of this Agreement, but only to the extent such rules, regulations, or published interpretations or directives
are applied to Holdings and its Subsidiaries by the Administrative Agent or any Lender in substantially the same manner as applied to other similarly situated borrowers under comparable syndicated credit facilities, including, without limitation,
for purposes of Section 2.15. 
 “Class” when used in reference to (a) any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Other Revolving Loans, Term Loans, Incremental Term Loans, Other Term Loans or Swingline Loans, (b) any Commitment, refers to whether such Commitment is a Revolving
Commitment, Other Revolving Commitment, Term Commitment or Other Term Commitment and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments. Other Term Commitments,
Other Term Loans, Other Revolving Commitments (and the Other Revolving Loans made pursuant thereto) and Incremental Term Loans that have different terms and conditions shall be construed to be in different Classes. 

“Co-Documentation Agents” means Royal Bank of Canada and Deutsche Bank AG New York
Branch. 
 “Co-Managers” means Credit Suisse Securities (USA) LLC and UBS
Securities LLC. 
 “Code” means the Internal Revenue Code of 1986, as amended from time to time. 

“Collateral” means any and all assets, whether real or personal, tangible or intangible, on which Liens are purported to be
granted pursuant to the Security Documents as security for the Secured Obligations. 
 “Collateral Agent” has the meaning
assigned in the Collateral Agreement. 
 “Collateral Agreement” means the First Lien Collateral Agreement among Initial
Holdings, Intermediate Holdings, each Borrower, each other Loan Party and the Administrative Agent, substantially in the form of Exhibit D. 

“Collateral and Guarantee Requirement” means, at any time, the requirement that: 

(a) the Administrative Agent shall have received from (i) Holdings, Intermediate Holdings, each Borrower and each Domestic
Subsidiary (other than an Excluded Subsidiary) either (x) a counterpart of the Guarantee Agreement duly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes a Loan Party after the Effective Date
(including by ceasing to be an Excluded Subsidiary), a supplement to the Guarantee Agreement, in the form specified therein, duly executed and delivered on behalf of such Person and (ii) Holdings, Intermediate Holdings and each Subsidiary Loan
Party either (x) a counterpart of the Collateral Agreement duly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes a Subsidiary Loan Party after the Effective Date (including by ceasing to be an
Excluded Subsidiary), a supplement to the Collateral Agreement, in the form specified therein, duly executed and delivered on behalf of such Person, in each case under this clause (a) together with, in the case of any such Loan Documents executed
and delivered after the Effective Date, documents and, to the extent reasonably requested by the Administrative Agent, opinions of the type referred to in Section 4.01(b) and Section 4.01(c)); 

  
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 (b) all outstanding Equity Interests of Intermediate Holdings, the Borrowers
and the Restricted Subsidiaries (other than any Equity Interests constituting Excluded Assets or Equity Interests of Immaterial Subsidiaries) owned by or on behalf of any Loan Party shall have been pledged pursuant to the Collateral Agreement (and
the Administrative Agent shall have received certificates or other instruments representing all such Equity Interests (if any), together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank); 

(c) if any Indebtedness for borrowed money of Holdings, Intermediate Holdings, any Borrower or any Subsidiary in a principal
amount of $20,000,000 or more is owing by such obligor to any Loan Party, such Indebtedness shall be evidenced by a promissory note, such promissory note shall have been pledged pursuant to the Collateral Agreement and the Administrative Agent shall
have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank; 

(d) all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements, required
by the Security Documents, Requirements of Law and reasonably requested by the Administrative Agent to be filed, delivered, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the
extent required by, and with the priority required by, the Security Documents and the other provisions of the term “Collateral and Guarantee Requirement,” shall have been filed, registered or recorded or delivered to the Administrative
Agent for filing, registration or recording; and 
 (e) the Administrative Agent shall have received (i) counterparts of
a Mortgage with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance (or marked unconditional commitment to issue such policy or policies) in
the amount equal to not less than 100% (or such lesser amount as reasonably agreed to by the Administrative Agent) of the Fair Market Value of such Mortgaged Property and fixtures, as reasonably determined by Holdings and agreed to by the
Administrative Agent, issued by a nationally recognized title insurance company reasonably acceptable to the Administrative Agent insuring the Lien of each such Mortgage as a first priority Lien on the Mortgaged Property described therein, free of
any other Liens except as expressly permitted by Section 6.02, together with such endorsements (other than a creditor’s rights endorsement), coinsurance and reinsurance as the Administrative Agent may reasonably request to the extent
available in the applicable jurisdiction at commercially reasonable rates, (iii) such affidavits, instruments of indemnification (including a so-called “gap” indemnification) as are customarily
requested by the title company to induce the title company to issue the title policies and endorsements contemplated above, (iv) evidence reasonably acceptable to the Administrative Agent of payment by Holdings, a Borrower or a Subsidiary of
all title policy premiums, search and examination charges, escrow 

  
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charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above,
(v) a survey of each Mortgaged Property (other than any Mortgaged Property to the extent comprised of condominiums and to the extent the same cannot be surveyed) in such form as shall be required by the title company to issue the so-called comprehensive and other survey- related endorsements and to remove the standard survey exceptions from the title policies and endorsements contemplated above (provided, however, that a survey
shall not be required to the extent that the issuer of the applicable title insurance policy provides reasonable and customary survey-related coverages (including, without limitation, survey-related endorsements) in the applicable title insurance
policy based on an existing survey and/or such other documentation as may be reasonably satisfactory to the title insurer), (vi) completed “Life-of-Loan”
Federal Emergency Management Agency (“FEMA”) Standard Flood Hazard Determination with respect to each Mortgaged Property subject to the applicable FEMA rules and regulations (together with a notice about special flood hazard area
status and flood disaster assistance duly executed by Holdings, the Borrowers and each Loan Party relating thereto), (vii) if any Mortgaged Property is located in an area determined by FEMA to have special flood hazards, evidence of such flood
insurance as may be required under applicable law, including Regulation H of the Board of Governors and the other Flood Insurance Laws and as required under Section 5.07, and (viii) such legal opinions as the Administrative Agent may
reasonably request with respect to any such Mortgage or Mortgaged Property. 
 Notwithstanding the foregoing provisions of this definition or anything in
this Agreement or any other Loan Document to the contrary, (a) the foregoing provisions of this definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, legal opinions
or other deliverables with respect to, particular assets of the Loan Parties, or the provision of Guarantees by any Subsidiary, if, and for so long as and to the extent that the Administrative Agent and Holdings reasonably agree in writing that the
cost of creating or perfecting such pledges or security interests in such assets, or obtaining such title insurance, legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any material
adverse Tax consequences to Holdings and its Subsidiaries (including the imposition of withholding or other material Taxes)), shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (b) Liens required to be granted
from time to time pursuant to the term “Collateral and Guarantee Requirement” shall be subject to exceptions and limitations set forth in the Security Documents as in effect on the Effective Date, (c) in no event shall control
agreements or other control or similar arrangements be required with respect to deposit accounts, securities accounts, commodities accounts or other assets specifically requiring perfection by control agreements, (d) no perfection actions shall
be required with respect to Vehicles and other assets subject to certificates of title, (e) no perfection actions shall be required with respect to commercial tort claims with a value less than $20,000,000 and, other than the filing of UCC
financing statements, no perfection shall be required with respect to promissory notes evidencing debt for borrowed money in a principal amount of less than $20,000,000, (f) no actions in any non-U.S.
jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required to be taken to create any security interests in assets located or titled outside of the United States (including any Equity
Interests of Foreign Subsidiaries and any Foreign Intellectual Property) or to perfect or make enforceable any 

  
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security interests in any such assets (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any
non-U.S. jurisdiction), (g) no actions shall be required to perfect a security interest in letter of credit rights (other than the filing of UCC financing statements), and (h) in no event shall
the Collateral include any Excluded Assets. The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to
particular assets or the provision of any Guarantee by any Subsidiary (including extensions beyond the Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Effective Date) where it determines that such
action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents. 

“Commitment” means (a) with respect to any Lender, its Revolving Commitment, Other Revolving Commitment of any Class,
Term Commitment, Other Term Commitment of any Class or any combination thereof (as the context requires) and (b) with respect to any Swingline Lender, its Swingline Commitment. 

“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. 
 “Company Material Adverse Effect” has the meaning assigned to such term in the Acquisition Agreement

 “Company Materials” has the meaning specified in Section 5.01. 

“Compliance Certificate” means a Compliance Certificate required to be delivered pursuant to Section 5.01. 

“Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period, plus: 

(a) without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income,
the sum of the following amounts for such period: 
 (i) total interest expense and, to the extent not reflected in such
total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations or such derivative instruments, and
bank and letter of credit fees and costs of surety bonds in connection with financing activities, 
 (ii) provision for taxes
based on income, profits, revenue or capital, including federal, foreign and state income, franchise, and similar taxes based on income, profits, revenue or capital and foreign withholding taxes paid or accrued during such period (including in
respect of repatriated funds) including penalties and interest related to such taxes or arising from any tax examinations, 

  
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 (iii) depreciation and amortization (including amortization of Capitalized
Software Expenditures and amortization of deferred financing fees or costs), 
 (iv) other
non-cash charges (other than any accrual in respect of bonuses) (provided, in each case, that if any non-cash charges represent an accrual or reserve for
potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period),

 (v) the amount of any non-controlling interest consisting of income attributable
to non-controlling interests of third parties in any non-wholly-owned subsidiary deducted (and not added back in such period to Consolidated Net Income) excluding cash
distributions in respect thereof, 
 (vi) (vi)(A) the amount of management, monitoring, consulting and advisory fees,
indemnities and related expenses paid or accrued in such period to (or on behalf of) the Sponsor (including any termination fees payable in connection with the early termination of management and monitoring agreements) and (B) the amount of
payments made to option holders of Intermediate Holdings or any of its direct or indirect parent companies in connection with, or as a result of, any distribution being made to shareholders of such person or its direct or indirect parent companies,
which payments are being made to compensate such option holders as though they were shareholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted in the Loan Documents, 

(vii) losses or discounts on sales of receivables and related assets in connection with any Permitted Receivables Financing,

 (viii) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not included in the calculation
of Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to clause (c) below for any previous period
and not added back, 
 (ix) any costs or expenses incurred by Intermediate Holdings, any Borrower or any Restricted
Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, any severance agreement or any stock subscription or shareholder agreement, to the extent that such costs or
expenses are non-cash or otherwise funded with cash proceeds contributed to the capital of Holdings or Intermediate Holdings or Net Proceeds of an issuance of Equity Interests of Holdings or Intermediate
Holdings (other than Disqualified Equity Interests), 

  
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 (x) any net pension or other post-employment benefit costs representing
amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of
FASB Accounting Standards Codification 715, and any other items of a similar nature. 
 plus 

(b) without duplication, the amount of “run rate” cost savings, operating expense reductions and synergies related to
the Transactions or any other Specified Transaction, any restructuring, cost saving initiative or other initiative projected by Holdings in good faith to be realized as a result of actions that have been taken or initiated or are expected to be
taken (in the good faith determination of Holdings), including any cost savings, expenses and charges (including restructuring and integration charges) in connection with, or incurred by or on behalf of, any joint venture of Holdings, Intermediate
Holdings, any Borrower or any of the Restricted Subsidiaries (whether accounted for on the financial statements of any such joint venture or the Borrower) (i) with respect to the Transactions, on or prior to the date that is 24 months after the
Effective Date (including actions initiated prior to the Effective Date) and (ii) with respect to any other Specified Transaction and any restructuring, cost saving initiative or other initiatives (in each case, not related to the Transactions
if within 24 months after the Effective Date), within 24 months after such Specified Transaction, restructuring, cost saving initiative or other initiative (which cost savings shall be added to Consolidated EBITDA until fully realized and calculated
on a Pro Forma Basis as though such cost savings had been realized on the first day of the relevant period), net of the amount of actual benefits realized from such actions; provided that (A) such cost savings are reasonably quantifiable
and factually supportable, (B) no cost savings, operating expense reductions or synergies shall be added pursuant to this clause (b) to the extent duplicative of any expenses or charges relating to such cost savings, operating expense
reductions or synergies that are included in clause (a) above (it being understood and agreed that “run rate” shall mean the full recurring benefit that is associated with any action taken), (C) the share of any such cost
savings, expenses and charges with respect to a joint venture that are to be allocated to Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries shall not exceed the total amount thereof for any such joint venture multiplied by
the percentage of income of such venture expected to be included in Consolidated EBITDA for the relevant Test Period and (D) the aggregate amount added pursuant to this clause (b) for any Test Period shall not exceed (x) in the case
of amounts added pursuant to clause (i) above, $156,000,000 and (ii) in the case of amounts added pursuant to clause (ii) above, an amount equal to 20.0% of Consolidated EBITDA for such Test Period (with such calculation being made
after giving effect to any increase pursuant to this clause (b) and, for the avoidance of doubt, after giving Pro Forma Effect to any such Specified Transaction); 

  
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 less 

(c) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following
amounts for such period: 
 (i) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Net Income or Consolidated EBITDA in any prior period), 

(ii) the amount of any non-controlling interest consisting of loss attributable to non- controlling interests of third parties in any non-wholly-owned subsidiary added (and not deducted in such period from Consolidated Net Income); 

in each case, as determined on a consolidated basis for Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries in
accordance with GAAP; provided that for purposes of calculating Consolidated EBITDA, income attributable to Droga5 will be treated as if it were a consolidated subsidiary, regardless of how it is accounted for under GAAP; provided
further that: 
 (I) there shall be included in determining Consolidated EBITDA for any period, without duplication, the
Acquired EBITDA of any Person, property, business or asset acquired by Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary during such period (other than any Unrestricted Subsidiary) whether such acquisition occurred before or
after the Effective Date to the extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) (each such Person, property,
business or asset acquired, including pursuant to the Transactions or pursuant to a transaction consummated prior to the Effective Date, and not subsequently so disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA
of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), in each case based on the Acquired EBITDA of such Pro Forma Entity for such period
(including the portion thereof occurring prior to such acquisition or conversion) determined on a historical Pro Forma Basis, and 

(II) there shall be (A) excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person,
property, business or asset (other than any Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations by Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary during
such period (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) (each such Person,
property, business or asset so sold, transferred or otherwise disposed of, closed or classified, a “Sold Entity  

  
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or Business”), and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted
Subsidiary”), in each case based on the Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer, disposition, closure,
classification or conversion) determined on a historical Pro Forma Basis and (B) included in determining Consolidated EBITDA for any period in which a Sold Entity or Business is disposed, an adjustment equal to the Pro Forma Disposal Adjustment
with respect to such Sold Entity or Business (including the portion thereof occurring prior to such disposal) as specified in the Pro Forma Disposal Adjustment certificate delivered to the Administrative Agent (for further delivery to the Lenders).

 Notwithstanding the foregoing, for all purposes of this Agreement, Consolidated EBITDA shall be deemed to equal (a) $153,890,468 for the fiscal quarter
ended December 31, 2013, (b) $147,569,195 for the fiscal quarter ended September 30, 2013, (c) $65,526,732 for the fiscal quarter ended June 30, 2013 and (d) $80,648,649 for the fiscal quarter ended March 31, 2013.
Furthermore, without duplication of any of the foregoing exclusions or adjustments, other adjustments may be made in determining Consolidated EBITDA for the fiscal quarter ended March 31, 2014 (and any Test Period that includes such quarter) to
reflect the transition from cash basis to accrual accounting and reporting. 
 “Consolidated First Lien Debt” means the
amount of Consolidated Total Debt under the Loans and under any Incremental Facilities and the amount of Consolidated Total Debt that is secured by any of the Collateral on an equal priority basis (but without regard to the control of remedies) with
Liens securing the Secured Obligations. 
 “Consolidated Interest Expense” means the sum of (a) the amount of cash
interest expense (including that attributable to Capitalized Leases), net of cash interest income of Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries with respect to all outstanding Indebtedness of Holdings,
Intermediate Holdings, the Borrowers and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under hedging
agreements, plus (b) solely in the case of preferred Equity Interest issued in accordance with Section 6.01(c)(B)(y), all cash dividends and other distributions paid (excluding items eliminated in consolidation) on any series of such
preferred Equity Interest during such period, plus (c) the aggregate amount of actual cash payments made with respect to any increase in the principal amount of Indebtedness as a result of pay-in-kind interest that are required to be made in connection with any repayment of such Indebtedness, and excluding, for the avoidance of doubt, (i) amortization of deferred financing costs, debt
issuance costs, commissions, fees and expenses and any other amounts of non-cash interest (including as a result of the effects of acquisition method accounting or pushdown accounting other than referred to in
clause (b)), (ii) non-cash interest expense attributable to the movement of the mark-to- market valuation of obligations under
hedging agreements or other derivative instruments pursuant to FASB Accounting Standards Codification No. 815-Derivatives and Hedging, (iii) any one-time cash costs
associated with breakage in respect of hedging agreements for interest rates, (iv) commissions, 

  
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discounts, yield and other fees and charges (including any interest expense) incurred in connection with any Permitted Receivables Financing, (v) all
non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and (vi) any interest expense attributable to the exercise of
appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto and with respect to the Transactions, all as calculated on a consolidated basis in accordance with GAAP. 

“Consolidated Net Income” means, for any period, the net income (loss) of Holdings and the Restricted Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP, excluding, without duplication: 
 (a) extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including any unusual or non-recurring operating expenses directly
attributable to the implementation of cost savings initiatives and any accruals or reserves in respect of any extraordinary, non-recurring or unusual items), severance, relocation costs, integration and
facilities’ opening costs and other business optimization expenses (including related to new product introductions), restructuring charges, accruals or reserves (including restructuring and integration costs related to acquisitions after the
Effective Date and adjustments to existing reserves), whether or not classified as restructuring expense on the consolidated financial statements, signing costs, retention or completion bonuses, transition costs, costs related to
closure/consolidation of facilities, internal costs in respect of strategic initiatives and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities), 

(b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net
Income, 
 (c) Transaction Costs (including any charges associated with the rollover, acceleration or payout of Equity
Interests by management of Holdings or any of its direct or indirect parents in connection with the Transactions), 
 (d) the
net income for such period of any Person that is an Unrestricted Subsidiary and any Person that is not a Subsidiary or that is accounted for by the equity method of accounting; provided that Consolidated Net Income shall be increased by the
amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) by such Person to Holdings, Intermediate Holdings, a Borrower or a Restricted Subsidiary thereof during such period, 

(e) any fees and expenses (including any transaction or retention bonus or similar payment) incurred during such period, or any
amortization thereof for such period, in connection with any acquisition, Investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument
(in each case, including any such transaction consummated prior to the Effective Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such
period as a result of any such transaction, in each case whether or not successful (including, for the avoidance of doubt, the effects of expensing all transaction-related expenses in accordance with FASB Accounting Standards Codification 805 and
gains or losses associated with FASB Accounting Standards Codification 460), 

  
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 (f) any income (loss) for such period attributable to the early
extinguishment of Indebtedness, hedging agreements or other derivative instruments, 
 (g) accruals and reserves that are
established or adjusted as a result of the Transactions in accordance with GAAP (including any adjustment of estimated payouts on existing earn-outs) or changes as a result of the adoption or modification of accounting policies during such period,

 (h) all Non-Cash Compensation Expenses, 

(i) any income (loss) attributable to deferred compensation plans or trusts, 

(j) any income (loss) from investments recorded using the equity method of accounting (but including any cash dividends or
distributions actually received by Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary in respect of such investment), 

(k) any gain (loss) on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the
ordinary course of business) or income (loss) from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such
operations are actually disposed of), 
 (l) any non-cash gain (loss) attributable to
the mark to market movement in the valuation of hedging obligations or other derivative instruments pursuant to FASB Accounting Standards Codification 815-Derivatives and Hedging or mark to market movement of
other financial instruments pursuant to FASB Accounting Standards Codification 825-Financial Instruments; provided that any cash payments or receipts relating to transactions realized in a given period
shall be taken into account in such period, 
 (n) any non-cash gain (loss) related
to currency remeasurements of Indebtedness (including the net loss or gain resulting from hedging agreements for currency exchange risk and revaluations of intercompany balances), 

(o) any non-cash expenses, accruals or reserves related to adjustments to historical
tax exposures (provided, in each case, that the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income for the period in which such cash payment was made), 

  
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 (p) any impairment charge or asset
write-off or write-down related to intangible assets (including goodwill), long-lived assets, and investments in debt and equity securities, 

(q) any amounts constituting Key Employee Distributions to the extent such distributions are classified as an expense or would
otherwise reduce Consolidated Net Income in such period, and 
 (r) solely for the purpose of calculating the Available
Amount, the net income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its net income is not at
the date of determination wholly permitted without any prior Governmental Approval (which has not been obtained) or, directly or indirectly, is otherwise restricted by the operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided
that Consolidated Net Income of Holdings will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) or Permitted Investments to Holdings, Intermediate Holdings,
a Borrower or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein. 
 There shall be
excluded from Consolidated Net Income for any period the effects from applying acquisition method accounting, including applying acquisition method accounting to inventory, property and equipment, loans and leases, software and other intangible
assets and deferred revenue (including deferred costs related thereto and deferred rent) required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings, Intermediate
Holdings, the Borrowers and the Restricted Subsidiaries), as a result of the Transactions, any acquisition consummated prior to the Effective Date and any Permitted Acquisitions or other Investment or the amortization or write-off of any amounts thereof. 
 In addition, to the extent not already included in Consolidated Net
Income, Consolidated Net Income shall include the amount of proceeds received or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party
and only to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable 365-day period), due from business interruption insurance or reimbursement of expenses and charges that are covered by indemnification and other reimbursement provisions in connection with any acquisition or other
Investment or any disposition of any asset permitted hereunder. 
 “Consolidated Secured Debt” means Consolidated Total
Debt that is secured by a Lien on any Collateral. 

  
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 “Consolidated Total Assets” means, as at any date of determination, the
amount that would be set forth opposite the caption “total assets” (or any like caption) on the most recent consolidated balance sheet of Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries in accordance with
GAAP. 
 “Consolidated Total Debt” means, as of any date of determination, the outstanding principal amount of all third
party Indebtedness for borrowed money (including purchase money Indebtedness), unreimbursed drawings under letters of credit, Capital Lease Obligations and third party Indebtedness obligations evidenced by notes or similar instruments, in each case
of Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries on such date, on a consolidated basis and determined in accordance with GAAP (excluding, in any event, the effects of any discounting of Indebtedness resulting from
the application of acquisition method accounting in connection with the Transactions or any Permitted Acquisition or other Investment) (and excluding, for purposes of determining the First Lien Leverage Ratio under Section 6.10, the aggregate
amount of cash and Permitted Investments to the extent the use thereof for the application to the payment of Indebtedness is not prohibited by law or any contract to which Holdings, Intermediate Holdings, the Borrowers and any Restricted Subsidiary
is a party). 
 “Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts (other
than cash and Permitted Investments) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdings, Intermediate Holdings, the Borrowers and
the Restricted Subsidiaries at such date, excluding the current portion of current and deferred income taxes over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current
liabilities” (or any like caption) on a consolidated balance sheet of Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries on such date, including deferred revenue but excluding, without duplication, (i) the
current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans and obligations under letters of credit to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of
current and deferred income taxes; provided that, for purposes of calculating Excess Cash Flow, increases or decreases in working capital (A) arising from acquisitions or dispositions by Holdings, Intermediate Holdings, the Borrowers and
the Restricted Subsidiaries shall be measured from the date on which such acquisition or disposition occurred until the first anniversary of such acquisition or disposition with respect to the Person subject to such acquisition or disposition and
(B) shall exclude (I) the impact of non-cash adjustments contemplated in the Excess Cash Flow calculation, (II) the impact of adjusting items in the definition of “Consolidated Net
Income” and (III) any changes in current assets or current liabilities as a result of (x) the effect of fluctuations in the amount of accrued or contingent obligations, assets or liabilities under hedging agreements or other
derivative obligations, (y) any reclassification, other than as a result of the passage of time, in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (z) the effects of acquisition method
accounting. 
 “Contract Consideration” has the meaning assigned to such term in the definition of “Excess Cash
Flow.” 

  
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 “Control” means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies, or the dismissal or appointment of the management, of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and
“Controlled” have meanings correlative thereto. 
 “Converted Restricted Subsidiary” has the meaning
assigned to such term in the definition of “Consolidated EBITDA.” 
 “Converted Unrestricted Subsidiary” has the
meaning assigned to such term in the definition of “Consolidated EBITDA.” 
 “Credit Agreement Refinancing
Indebtedness” means Indebtedness issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term
Loans or Revolving Loans (or unused Revolving Commitments), (“Refinanced Debt”); provided that such exchanging, extending, renewing, replacing or refinancing Indebtedness (a) is in an original aggregate principal amount
not greater than the aggregate principal amount of the Refinanced Debt (plus any premium, accrued interest and fees and expenses incurred in connection with such exchange, extension, renewal, replacement or refinancing), (b) does not mature earlier
than or, except in the case of Revolving Commitments, have a Weighted Average Life to Maturity shorter than the Refinanced Debt, (c) shall not be guaranteed by any entity that is not a Loan Party, (d) in the case of any secured
Indebtedness (i) is not secured by any assets not securing the Secured Obligations and (ii) is subject to the relevant Intercreditor Agreement(s) and (e) has terms and conditions (excluding pricing, interest rate margins, rate floors,
discounts, fees, premiums and prepayment or redemption provisions) that are not materially more favorable (when taken as a whole) to the lenders or investors providing such Indebtedness than the terms and conditions of this Agreement (when taken as
a whole) are to the Lenders (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of such refinancing) (it being understood that, to the extent that any financial maintenance covenant is
added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant is either (i) also added for the benefit of any corresponding Loans remaining
outstanding after the issuance or incurrence of such Indebtedness or (ii) only applicable after the Latest Maturity Date at the time of such refinancing). 

“Cure Amount” has the meaning specified in Section 7.02. 

“Cure Right” has the meaning specified in Section 7.02. 

“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. 
 “Defaulting Lender” means any Lender that has (a) failed to
fund any portion of its Loans or participations in Letters of Credit or Swingline Loans within one Business Day of the date on which such funding is required hereunder, (b) notified the Borrowers, the Administrative Agent, any Issuing Bank, any
Swingline Lender or any Lender in writing that it does not intend to 

  
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comply with any of its funding obligations under this Agreement or has made a public statement or provided any written notification to any Person to the effect that it does not intend to comply
with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (c) failed, within three Business Days after request by the Administrative Agent (whether acting on its own behalf or at the
reasonable request of the Borrowers (it being understood that the Administrative Agent shall comply with any such reasonable request)), to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective
Loans and participations in then outstanding Letters of Credit and Swingline Loans, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of
the date when due, unless the subject of a good faith dispute or subsequently cured, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency
proceeding or any action or proceeding of the type described in Section 7.01(h) or Section 7.01(i), or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has
become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian
appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. 

“Defaulting Lender Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the Issuing
Bank, such Defaulting Lender’s Applicable Percentage of the outstanding Letter of Credit obligations other than Letter of Credit obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other
Lenders or cash collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting
Lender’s participation obligation has been reallocated to other Lenders or cash collateralized in accordance with the terms hereof. 

“Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by Holdings, any Intermediate Parent, Intermediate Holdings, a Borrower or a Subsidiary in connection with a Disposition pursuant to Section 6.05(j) that is designated as
Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of Holdings, Intermediate Holdings or a Borrower, setting forth the basis of such valuation (which amount will be reduced by
the Fair Market Value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition). 

“Discount Prepayment Accepting Lender” has the meaning assigned to such term in Section 2.11(a)(ii)(B). 

“Discount Range” has the meaning assigned to such term in Section 2.11(a)(ii)(C). 

  
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 “Discount Range Prepayment Amount” has the meaning assigned to such term in
Section 2.11(a)(ii)(C). 
 “Discount Range Prepayment Notice” means a written notice of a Borrower Solicitation of
Discount Range Prepayment Offers made pursuant to Section 2.11(a)(ii)(C) substantially in the form of Exhibit K. 

“Discount Range Prepayment Offer” means the irrevocable written offer by a Term Lender, substantially in the form of
Exhibit L, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice. 

“Discount Range Prepayment Response Date” has the meaning assigned to such term in Section 2.11(a)(ii)(C). 

“Discount Range Proration” has the meaning assigned to such term in Section 2.11(a)(ii)(C). 

“Discounted Prepayment Determination Date” has the meaning assigned to such term in Section 2.11(a)(ii)(D). 

“Discounted Prepayment Effective Date” means, in the case of a Borrower Offer of Specified Discount Prepayment or Borrower
Solicitation of Discount Range Prepayment Offer, five Business Days following the receipt by each relevant Term Lender of notice from the Auction Agent in accordance with Section 2.11(a)(ii)(B), Section 2.11(a)(ii)(C) or
Section 2.11(a)(ii)(D), as applicable, unless a shorter period is agreed to between the Borrowers and the Auction Agent. 

“Discounted Term Loan Prepayment” has the meaning assigned to such term in Section 2.11(a)(ii)(A). 

“Disposed EBITDA” means, with respect to any Sold Entity or Business or Converted Unrestricted Subsidiary for any period, the
amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries in the definition of
“Consolidated EBITDA” (and in the component financial definitions used therein) were references to such Sold Entity or Business and its subsidiaries or to such Converted Unrestricted Subsidiary and its subsidiaries), all as determined on a
consolidated basis for such Sold Entity or Business or Converted Unrestricted Subsidiary. 
 “Disposition” has the meaning
assigned to such term in Section 6.05. 
 “Disqualified Equity Interest” means, with respect to any Person, any Equity
Interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:


  
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 (a) matures or is mandatorily redeemable (other than solely for Equity
Interests in such Person or in the IPO Entity that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise; 

(b) is convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Equity
Interests (other than solely for Equity Interests in such Person or in the IPO Entity that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests); or 

(c) is redeemable (other than solely for Equity Interests in such Person or in the IPO Entity that do not constitute
Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) or is required to be repurchased by such Person or any of its Affiliates, in whole or in part, at the option of the holder thereof; 

in each case, on or prior to the date 91 days after the Latest Maturity Date; provided, however, that (i) an Equity Interest in any Person
that would not constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an “asset sale,” a “change of
control” or similar event shall not constitute a Disqualified Equity Interest if any such requirement becomes operative only after repayment in full of all the Loans and all other Loan Document Obligations that are accrued and payable and the
termination of the Commitments and (ii) if an Equity Interest in any Person is issued pursuant to any plan for the benefit of employees of Holdings (or any direct or indirect parent thereof), Intermediate Holdings, any Borrower or any of the
Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by Holdings (or any direct or indirect parent company thereof),
Intermediate Holdings, any Borrower or any of the Subsidiaries in order to satisfy applicable statutory or regulatory obligations of such Person. 

“Disqualified Lenders” means (i) those Persons identified by Holdings or a Borrower to the Joint Bookrunners in writing
prior to December 18, 2013, (ii) those Persons who are competitors of Holdings and its Subsidiaries identified by Holdings to the Administrative Agent from time to time in writing (including by email) and (iii) in the case of each Persons
identified pursuant to clauses (i) and (ii) above, any of their Affiliates that are either (x) identified in writing by Holdings from time to time or (y) clearly identifiable as Affiliates on the basis of such Affiliate’s name
(other than, in the case of this clause (y), Affiliates that are bona fide debt funds). 
 “dollars” or
“$” refers to lawful money of the United States of America. 
 “Dollar Equivalent” means, at any time,
(a) with respect to any amount denominated in dollars, such amount, (b) with respect to any amount denominated in euro, the equivalent amount thereof in dollars as determined by the Administrative Agent at such time in accordance with
Section 1.06 hereof and (c) with respect to any amount denominated in Sterling, the equivalent amount thereof in dollars as determined by the Administrative Agent at such time in accordance with Section 1.06 hereof. 

  
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 “Domestic Subsidiary” means any Subsidiary that is not a Foreign
Subsidiary. 
 “Droga5” means Droga5, LLC, a Delaware limited liability company. 

“EA Entities” means EA Asset Holdings, LLC, EA Asset Holdings II, LLC, EA Asset Holdings III, LLC and EA Asset Holdings IV,
LLC. 
 “ECF Percentage” means, with respect to the prepayment required by Section 2.11(d) with respect to any fiscal
year of Holdings, if the First Lien Leverage Ratio (prior to giving effect to the applicable prepayment pursuant to Section 2.11(d), but after giving effect to any voluntary prepayments made pursuant to Section 2.11(a) prior to the date of
such prepayment) as of the end of such fiscal year is (a) greater than 3.50:1.0, 50% of Excess Cash Flow for such fiscal year, (b) greater than 3.00 to 1.00 but less than or equal to 3.50 to 1.00, 25% of Excess Cash Flow for such fiscal
year and (c) equal to or less than 3.00:1.0, 0% of Excess Cash Flow for such fiscal year. 
 “Effective Date” means
the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02). 

“Effective Date Refinancing” means, collectively, the repayment, repurchase or other discharge of the Existing Notes and of
the Existing Credit Agreement Indebtedness and termination and/or release of any security interests and guarantees in connection therewith. 

“Effective Yield” means, as to any Indebtedness, the effective yield on such Indebtedness in the reasonable determination of
the Administrative Agent and the Borrowers and consistent with generally accepted financial practices, taking into account the applicable interest rate margins, any interest rate floors (the effect of which floors shall be determined in a manner set
forth in the proviso below) or similar devices and all fees, including upfront or similar fees or original issue discount (amortized over the shorter of (a) the remaining Weighted Average Life to Maturity of such Indebtedness and (b) the
four years following the date of incurrence thereof) payable generally to lenders or other institutions providing such Indebtedness, but excluding any arrangement, structuring, ticking or other similar fees payable in connection therewith that are
not generally shared with the relevant Lenders and, if applicable, consent fees for an amendment paid generally to consenting Lenders; provided that with respect to any Indebtedness that includes a “LIBOR floor” (i) to the extent
that the LIBO Rate for a period equal to three months (or, for purposes of Section 2.11(a)(i), one month) (without giving effect to any floors in such definition) on the date that the Effective Yield is being calculated is less than such floor,
the amount of such difference shall be deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the Effective Yield and (ii) to the extent that the LIBO Rate for a period equal to three months (or, for
purposes of Section 2.11(a)(i), one month) (without giving effect to any floors in such definition) on the date that the Effective Yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the
Effective Yield. 
 “Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved
Fund and (d) any other Person (including, subject to the requirements of Section 9.04(g) or (i), as applicable, Holdings, Intermediate Holdings, the Borrowers or any of their Affiliates), other than, in each case, (i) a natural
person, (ii) a Defaulting Lender or (iii) a Disqualified Lender. 

  
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 “EMU Legislation” means the legislative measures of the European Council
for the introduction of, changeover to or operation of a single or unified European currency. 
 “Environmental Laws” means
applicable common law and all applicable treaties, rules, regulations, codes, ordinances, judgments, orders, decrees and other applicable Requirements of Law, and all applicable injunctions or binding agreements issued, promulgated or entered into
by or with any Governmental Authority, in each instance relating to the protection of the environment, including with respect to the preservation or reclamation of natural resources or the Release or threatened Release of any Hazardous Material, or
to the extent relating to exposure to Hazardous Materials, the protection of human health or safety. 
 “Environmental
Liability” means any liability, obligation, loss, claim, action, order or cost, contingent or otherwise (including any liability for damages, costs of medical monitoring, costs of environmental remediation or restoration, administrative
oversight costs, consultants’ fees, fines, penalties and indemnities), of Holdings, Intermediate Holdings, any Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) any actual or alleged violation of any
Environmental Law or permit, license or approval issued thereunder, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release
or threatened Release of any Hazardous Materials 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 Financing” means the cash equity contributions by the Sponsor, directly or indirectly, to Parent, the Net Proceeds of
which are further contributed as common Equity Interests, directly or indirectly, to Iris Merger Sub, in an aggregate amount equal to, when combined with the fair value of any Equity Interests, Restricted Stock and stock options issued by the Target
of any of the Rollover Investors and issued by WME to existing holders, in each case, rolled over or invested in connection with the Transactions, at least 25.0% of the total consolidated pro forma debt and equity capitalization of Holdings and its
Subsidiaries on the Effective Date after giving effect to the Transactions. 
 “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. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. 

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

  
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 “ERISA Event” means (a) any “reportable event,” as defined
in Section 4043(c) 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) any failure by a Loan Party or any ERISA Affiliate to satisfy the minimum funding
standards (within the meaning of Section 412 or Section 430 of the Code or Section 302 of ERISA) applicable to any Plan, whether or not waived; (c) the filing pursuant to Section 412 of the Code or Section 302 of ERISA
of an application for a waiver of the minimum funding standard with respect to any Plan; a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in
Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (e) the incurrence by a Loan Party or any of its ERISA Affiliates of any liability under Title IV of ERISA (other than premiums due and not delinquent under Section 4007 of
ERISA) with respect to the termination of any Plan; (f) the receipt by a Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans under Section 4041 of
ERISA or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (g) the incurrence by a Loan Party or any of its ERISA Affiliates of any liability with respect to the withdrawal from any Plan subject to Section 4063
of ERISA during a plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA), or a complete or
partial withdrawal (within the meanings of Sections 4203 and 4205 of ERISA) from a Multiemployer Plan; or (h) the receipt by a Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from a Loan Party or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, “insolvent,” within the meaning of Section 4245 of ERISA, or in
“reorganization,” within the meaning of Section 4241 of ERISA or in “endangered or critical status,” within the meaning of Section 305 of ERISA. 

“euro” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in
the EMU Legislation. 
 “Eurocurrency” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate. 
 “Event of
Default” has the meaning assigned to such term in Section 7.01. 
 “Excess Cash Flow” means, for any period,
an amount equal to the excess of: 
 (a) sum, without duplication, of: (i)Consolidated Net Income for such period, 

(i) an amount equal to the amount of all non-cash charges to the extent deducted in
arriving at such Consolidated Net Income (provided, in each case, that if any non-cash charge represents an accrual or reserve for cash items in any future period, the cash payment in respect thereof in
such future period shall be subtracted from Excess Cash Flow in such future period), 

  
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 (ii) decreases in Consolidated Working Capital, long-term receivables and
long-term prepaid assets and increases in long-term deferred revenue for such period, 
 (iii) an amount equal to the
aggregate net non-cash loss on dispositions by Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries during such period (other than dispositions in the ordinary course of business) to
the extent deducted in arriving at such Consolidated Net Income, and 
 (iv) extraordinary gains; less: 

(b) the sum, without duplication, of: 

(i) an amount equal to the amount of all non-cash credits included in arriving at such
Consolidated Net Income (including any amounts included in Consolidated Net Income pursuant to the last sentence of the definition of “Consolidated Net Income” to the extent such amounts are due but not received during such period) and
cash charges included in clauses (a) through (r) of the definition of “Consolidated Net Income” (other than cash charges in respect of Transaction Costs paid on or about the Effective Date to the extent financed with the proceeds of
Indebtedness incurred on the Effective Date or an equity investment on the Effective Date), 
 (ii) without duplication of
amounts deducted pursuant to clause (ix) below in prior fiscal years, the amount of Capital Expenditures made in cash or accrued during such period, to the extent that such Capital Expenditures were financed with internally generated cash flow
of Holdings or the Restricted Subsidiaries, 
 (iii) (x) the aggregate amount of all principal payments of Indebtedness,
including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of any mandatory prepayment of Loans to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income
and not in excess of the amount of such increase but excluding (I) all other prepayments of Term Loans and (II) all prepayments of revolving loans and swingline loans (including the Revolving Loans and Swingline Loans) made during such
period (other than in respect of any revolving credit facility to the extent there is an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other Indebtedness of Holdings, Intermediate
Holdings, the Borrowers or the Restricted Subsidiaries and (y) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries during
such period that are required to be made in connection with any prepayment of Indebtedness, 

  
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 (iv) an amount equal to the aggregate net
non-cash gain on Dispositions by Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent
included in arriving at such Consolidated Net Income, 
 (v) increases in Consolidated Working Capital, long-term receivables
and long- term prepaid assets and decreases in long-term deferred revenue for such period, 
 (vi) cash payments by Holdings,
Intermediate Holdings, the Borrowers and the Restricted Subsidiaries during such period in respect of long-term liabilities of Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries other than Indebtedness to the extent such
payments are not expensed during such period or are not deducted in calculating Consolidated Net Income, except to the extent financed with the proceeds of long-term Indebtedness of Holdings, Intermediate Holdings, the Borrowers or the Restricted
Subsidiaries, 
 (vii) without duplication of amounts deducted pursuant to clause (x) below in prior fiscal years, the
amount of Investments (other than Investments in Permitted Investments) and acquisitions not prohibited by this Agreement, to the extent that such Investments and acquisitions were financed with internally generated cash flow of Holdings,
Intermediate Holdings, the Borrowers or the Restricted Subsidiaries, 
 (viii) the amount of dividends and distributions paid
in cash during such period not prohibited by this Agreement, to the extent that such dividends and distributions were financed with internally generated cash flow of Holdings, Intermediate Holdings, the Borrowers or the Restricted Subsidiaries
(other than any such dividends or distributions made pursuant to Section 6.08(a)(viii) (solely, in the case of dividends or distributions made pursuant to amounts under Section 6.08(a)(viii)(A) or (B), with amounts paid utilizing the
Starter Basket) or Section 6.08(a)(xiv) to the extent used to fund (x) the payment of dividends or distributions to the Sponsor and any other direct or indirect holder of Equity Interests in Holdings who receive a dividend or distribution
in connection therewith or (y) an Investment by any Parent Entity unless all property acquired in connection with such Investment is contributed to Holdings, Intermediate Holdings, the Borrowers or a Restricted Subsidiary) (for the avoidance of
doubt, solely to the extent that such dividends or distributions made during such period are not deducted (and not added back) in calculating Consolidated Net Income), 

(ix) the aggregate amount of expenditures actually made by Holdings, Intermediate Holdings, the Borrowers and the Restricted
Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period or are not deducted in calculating Consolidated Net Income, to the extent
that such 

  
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expenditure was financed with internally generated cash flow of Holdings, Intermediate Holdings, the Borrowers or the Restricted Subsidiaries (other than any dividends or distributions made
pursuant to Section 6.08(a)(viii) or Section 6.08(a)(xiv) to the extent used to fund (x) the payment of dividends or distributions to the Sponsor and any other direct or indirect holder of Equity Interests in Holdings who receive a
dividend or distribution in connection therewith or (y) an Investment by any Parent Entity unless all property acquired in connection with such Investment is contributed to Holdings, Intermediate Holdings, a Borrower or a Restricted
Subsidiary), 
 (x) without duplication of amounts deducted from Excess Cash Flow in prior periods, (1) the aggregate
consideration required to be paid in cash by Holdings, Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries pursuant to binding contracts, commitments, letters of intent or purchase orders (the “Contract
Consideration”), in each case, entered into prior to or during such period and (2) to the extent set forth in a certificate of a Financial Officer delivered to the Administrative Agent at or before the time the Compliance Certificate
for the period ending simultaneously with such Test Period is required to be delivered pursuant to Section 5.01(d), the aggregate amount of cash that is reasonably expected to be paid in respect of planned cash expenditures by Holdings,
Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries (the “Planned Expenditures”), in the case of each of clauses (1) and (2), relating to Permitted Acquisitions, other Investments (other than Investments
in Permitted Investments) or Capital Expenditures (including Capitalized Software Expenditures or other purchases of intellectual property) to be consummated or made during a subsequent Test Period (and in the case of Planned Expenditures, the
subsequent Test Period); provided, that to the extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions, Investments or Capital Expenditures during such Test Period is less than the
Contract Consideration or Planned Expenditures, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such Test Period, 

(xi) the amount of taxes (including penalties and interest) paid in cash and/or tax reserves set aside or payable (without
duplication) in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and 

(xii) extraordinary losses. 

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time. 

  
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 “Exchange Rate” means on any day, for purposes of determining the Dollar
Equivalent of any amount denominated in a currency other than dollars, the rate at which such currency may be exchanged into dollars as set forth at approximately 11:00 a.m. on such day as set forth on the Reuters World Currency Page for such
currency. In the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the
Administrative Agent and Holdings, or, in the absence of such an agreement, such Exchange Rate shall instead be the spot rate of exchange of the Administrative Agent through its principal foreign exchange trading office, at or about 11:00 a.m., New
York City time on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative
Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error; and provided further that, notwithstanding any of the foregoing, the Issuing Bank may
use any such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in euro or Sterling. 

“Excluded Assets” means (a) any fee-owned real property with a Fair Market Value
of less than $20,000,000 as determined on the Effective Date for existing real property and on the date of acquisition for after acquired real property, (b) all leasehold interests in real property, (c) any governmental licenses or state
or local franchises, charters or authorizations, to the extent a security interest in any such license, franchise, charter or authorization would be prohibited or restricted thereby (including any legally effective prohibition or restriction, but
excluding any prohibition or restriction that is ineffective under the Uniform Commercial Code of any applicable jurisdiction), (d) any asset if, to the extent that and for so long as the grant of a Lien thereon to secure the Secured Obligations is
prohibited by any Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to any other applicable Requirements of Law), would require consent or approval of any Governmental Authority,
(e) margin stock and, to the extent prohibited by, or creating an enforceable right of termination in favor of any other party thereto under (other than any Loan Party) the terms of any applicable Organizational Documents, joint venture
agreement or shareholders’ agreement, Equity Interests in any Person other than wholly-owned Restricted Subsidiaries, (f) assets to the extent a security interest in such assets would result in material adverse tax consequences to Holdings
or one of its subsidiaries as reasonably determined by Holdings in consultation with the Administrative Agent, (g) any intent-to-use trademark application prior to
the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, (h) any lease, license or other agreement or any property subject thereto (including pursuant to a purchase money security interest or
similar arrangement) to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a breach, default or right of termination in favor of any other party
thereto (other than any Loan Party) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction or other similar applicable law, other than proceeds and receivables thereof, the
assignment of which is expressly deemed effective under the Uniform Commercial Code of any applicable jurisdiction or other similar applicable law notwithstanding such prohibition, (i) in excess of 65% of the voting Equity Interests (and 100%
of any non-voting Equity Interests) of (A) any Foreign Subsidiary that is a CFC or (B) any FSHCO, (j) receivables and related assets (or interests therein) (A) sold to any Receivables
Subsidiary or (B) otherwise pledged, factored, transferred or sold in connection with any Permitted Receivables Financing, (k) commercial tort claims with a value of less than 

  
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$20,000,000 and letter-of-credit rights (except to the extent a security interest therein can be perfected by a UCC
filing) and (l) Vehicles and other assets subject to certificates of title; provided that the Equity Interests of Droga5 held by any Loan Party as of the Effective Date shall not constitute an “Excluded Asset” by virtue of the
foregoing clauses (e), (f), (h) or (i). 
 “Excluded Subsidiary” means any of the following (except as otherwise provided
in clause (b) of the definition of “Subsidiary Loan Party”): (a) any Subsidiary that is not a wholly-owned subsidiary of Holdings, (b) each Subsidiary listed on Schedule 1.01(a), (c)
each Unrestricted Subsidiary, (d) each Immaterial Subsidiary, (e) any Subsidiary that is prohibited by (i) applicable Requirements of Law or (ii) any contractual obligation existing on the Effective Date or on the date any such
Subsidiary is acquired (so long in respect of any such contractual prohibition such prohibition is not incurred in contemplation of such acquisition), in each case from guaranteeing the Secured Obligations or which would require governmental
(including regulatory) consent, approval, license or authorization to provide a Guarantee, or for which the provision of a Guarantee would result in a material adverse tax consequence (including as a result of the operation of Section 956 of
the Code or any similar law or regulation in any applicable jurisdiction) to Holdings or one of its subsidiaries (as reasonably determined by Holdings in consultation with the Administrative Agent), (f) any Foreign Subsidiary, (g) any direct or
indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Holdings that is a CFC, (h) any FSHCO, (i) any other Subsidiary excused from becoming a Loan Party pursuant to clause (a) of the last paragraph of the
definition of the term “Collateral and Guarantee Requirement,” (j) each Receivables Subsidiary and (k) any not-for-profit Subsidiaries, captive insurance
companies or other special purpose subsidiaries designated by Holdings from time to time. 
 “Excluded Swap Obligation”
means, with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, as applicable, such Swap
Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the U.S. Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue
of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any applicable keep well, support, or other agreement for the
benefit of such Guarantor and any and all Guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guarantee of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to
such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Guarantor as specified in any agreement between the relevant Loan Parties and counterparty applicable to such Swap Obligations.
If a Swap Obligation arises under a Master Agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such Guarantee or security interest is or becomes
excluded in accordance with the first sentence of this definition. 

  
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 “Excluded Taxes” means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (a) Taxes imposed on (or measured by) its net income or profits (however denominated),
branch profits Taxes, and franchise Taxes, in each case imposed by (i) a jurisdiction as a result of such recipient being organized or having its principal office located in or, in the case of any Lender, having its applicable lending office
located in, such jurisdiction or (ii) any jurisdiction as a result of any other present or former connection between such recipient and the jurisdiction imposing such Tax (other than a connection arising solely from such recipient having
executed, delivered, or become a party to, performed its obligations or received payments under, received or perfected a security interest under, sold or assigned of an interest in, engaged in any other transaction pursuant to, or enforced, any Loan
Documents), (b) any withholding Tax that is attributable to a Lender’s failure to comply with Section 2.17(e), (c) except in the case of an assignee pursuant to a request by a Borrower under Section 2.19, any U.S. federal withholding
Taxes imposed due to a Requirement of Law in effect at the time a Lender becomes a party hereto (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the time of
designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding Tax under Section 2.17(a) and (d) any U.S. federal withholding Tax imposed pursuant to FATCA. 

“Existing Credit Agreement Indebtedness” means the principal, interest, fees and other amounts, other than contingent
obligations not due and payable, outstanding under (a) the Credit Agreement, dated as of June 14, 2010, among the Target, IMG Worldwide, Inc., the foreign borrowers party thereto, certain lenders party thereto, JPMorgan Chase Bank, N.A.,
as administrative agent, and Deutsche Bank Securities Inc., as syndication agent, and (b) the Second Amended and Restated Credit Agreement, dated as of November 27, 2012, by and between William Morris Endeavor Entertainment, LLC and City
National Bank, a national banking association, as administrative agent and the other parties thereto. 
 “Existing LCs”
means each letter of credit identified on Schedule 1.01(b). 
 “Existing Notes” means (a) the 4.5% Series A
Debentures due November 30, 2015, 4.5% Series B Debentures due November 30, 2016 and 4.5% Series C Debentures due November 30, 2017, issued by IMG Worldwide Holdings, Inc. and (b) the Term Note, dated as of May 31, 2013, by
and among William Morris Endeavor Entertainment, LLC and City National Bank, a national banking association. 
 “Fair Market
Value” means with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing
purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset. Except as otherwise expressly set forth herein, such value shall be determined
in good faith by Holdings. 
 “Fair Value” means the amount at which the assets (both tangible and intangible), in their
entirety, of Holdings and its Subsidiaries taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being
under any compulsion to act. 

  
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 “FATCA” means Sections 1471 through 1474 of the Code as in effect on the
date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future Treasury regulations or official administrative interpretations thereof, any agreements entered
into pursuant to current Section 1471(b)(1) of the Code and any intergovernmental agreements entered into in connection with the implementation of such current Sections of the Code (or any such amended or successor version described above).

 “FCPA” has the meaning assigned to such term in Section 3.18(c). 

“Federal Funds Effective Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if
such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to JPMorgan Chase Bank on such day on such
transactions as determined by the Administrative Agent. 
 “FEMA” has the meaning assigned to such term in the definition
of “Collateral and Guarantee Requirement.” 
 “Financial Officer” means the chief financial officer, principal
accounting officer, treasurer or controller of Holdings, Intermediate Holdings or a Borrower. 
 “Financial Performance
Covenant” means the covenant set forth in Section 6.10. 
 “First Lien Intercreditor Agreement” means an
Intercreditor Agreement, substantially in the form of Exhibit E, entered into among the Collateral Agent, the Loan Parties and one or more Senior Representatives for holders of Indebtedness secured by Liens on the Collateral that rank equal
in priority to the Liens securing the Secured Obligations, with such modifications thereto as the Administrative Agent and Holdings may reasonably agree. 

“First Lien Leverage Ratio” means, on any date, the ratio of (a) Consolidated First Lien Debt as of such date to
(b) Consolidated EBITDA for the Test Period as of such date. 
 “First Lien/Second Lien Intercreditor Agreement” means
a First Lien/Second Lien Intercreditor Agreement, dated as of the date hereof, among the Collateral Agent, Barclays Bank PLC, as Senior Representative in respect of the Second Lien Credit Documents, and the Loan Parties, substantially in the form of
Exhibit F. 
 “Flood Insurance Laws” has the meaning specified in Section 5.07(b). 

  
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 “Foreign Intellectual Property” means any right, title or interest in or to
any Intellectual Property governed by or arising or existing under, pursuant to or by virtue of the laws of any jurisdiction other than the United States of America or any state thereof. 

“Foreign Prepayment Event” has the meaning assigned to such term in Section 2.11(g). 

“Foreign Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States of
America, any State thereof or the District of Columbia. 
 “FSHCO” means any direct or indirect Domestic Subsidiary of
Holdings (other than Intermediate Holdings and the Borrowers) that has no material assets other than Equity Interests in one or more direct or indirect Foreign Subsidiaries that are CFCs. 

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of its activities. 
 “Funded Debt” means all
Indebtedness of Intermediate Holdings, the Borrowers and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the
option of Intermediate Holdings, the Borrowers or the Restricted Subsidiaries, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period
of more than one year from such date, including Indebtedness in respect of the Loans. 
 “GAAP” means generally accepted
accounting principles in the United States of America, as in effect from time to time; provided, however, that if Holdings, Intermediate Holdings or any Borrower notifies the Administrative Agent that Holdings, Intermediate Holdings or
such 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 Administrative Agent notifies
Holdings, Intermediate Holdings or any and 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 any other provision contained herein, (a) 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, without giving effect to any
election under FASB Accounting Standards Codification 825-Financial Instruments, or any successor thereto (including pursuant to the FASB Accounting Standards Codification), to value any Indebtedness of
Intermediate Holdings or any subsidiary at “fair value,” as defined therein and (b) the amount of any Indebtedness under GAAP with respect to Capital Lease Obligations shall be determined in accordance with the definition of Capital
Lease Obligations. 

  
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 “Governmental Approvals” means all authorizations, consents, approvals,
permits, licenses and exemptions of, registrations and filings with, and reports to, Governmental Authorities. 
 “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). 

“Granting Lender” has the meaning assigned to such term in Section 9.04(e). 

“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 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 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 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 (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided that the term Guarantee shall not
include endorsements for collection or deposit in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Effective Date or entered into in connection with any acquisition or disposition of assets permitted
under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect
of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined in good faith by a Financial Officer. The term “Guarantee” as a verb has a corresponding
meaning. 
 “Guarantee Agreement” means the First Lien Guarantee Agreement among the Loan Parties and the Administrative
Agent, substantially in the form of Exhibit C. 
 “Guarantors” means collectively, Holdings, each Intermediate
Parent, Intermediate Holdings and the Subsidiary Loan Parties. 
 “Hazardous Materials” means all explosive, radioactive,
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum by-products or distillates, asbestos or asbestos- containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated as hazardous or toxic, or any other term of similar import, pursuant to any Environmental Law. 

  
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 “Holdings” means (a) prior to any IPO, Initial Holdings and
(b) on and after an IPO, (i) if the IPO Entity is Initial Holdings or any Person of which Initial Holdings is a subsidiary, Initial Holdings or (ii) if the IPO Entity is a subsidiary of Initial Holdings, the IPO Entity. 

“Identified Participating Lenders” has the meaning assigned to such term in Section 2.11(a)(ii)(C). 

“Identified Qualifying Lenders” has the meaning specified in Section 2.11(a)(ii)(D). 

“IFRS” means international accounting standards as promulgated by the International Accounting Standards Board. 

“IMG Iris Merger Sub, Inc.” has the meaning assigned to such term in the definition of “Mergers.” 

“IMG LLC” has the meaning assigned to such term in the definition of “Mergers.” 

“Immaterial Subsidiary” means any Subsidiary that is not a Material Subsidiary. 

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

“Impacted Loans” has the meaning assigned to such term in Section 2.14(b). 

“Incremental Cap” means, as of any date of determination, (I) (a) $400,000,000 less the aggregate principal amount of Second
Lien Incremental Facilities and Second Lien Incremental Equivalent Debt then outstanding in reliance on the Second Lien Incremental Base Amount) plus (b) all voluntary prepayments of the Loans pursuant to Section 2.11(a) made prior
to such date; provided, however, that in the case of any prepayment made pursuant to Section 2.11(a)(ii), the amount included in the calculation of the Incremental Cap pursuant to this clause (b) shall be limited to the
amount actually paid in order to consummate such prepayment, minus (c) the amount of all Incremental Facilities and all Incremental Equivalent Debt outstanding at such time that was incurred in reliance on the foregoing clauses
(a) and/or (b) plus (II) the maximum aggregate principal amount that can be incurred without causing the First Lien Leverage Ratio, after giving effect to the incurrence of any Incremental Facility or Incremental Equivalent Debt
(which shall assume that all such Indebtedness is Consolidated First Lien Debt and that the full amounts of any Incremental Revolving Commitment Increase and Additional/Replacement Revolving Commitments established at such time are fully drawn) and
the use of proceeds thereof, on a Pro Forma Basis (but without giving effect to any simultaneous incurrence of any Incremental Facility or Incremental Equivalent Debt made pursuant to the foregoing clause (I)(a)), to exceed 4.25:1.0 for the most
recent Test Period then ended. 
 “Incremental Equivalent Debt” means (x) Indebtedness incurred pursuant to
Section 6.01(a)(xxiii) and (y) to the extent secured pursuant to Section 6.02(xix), Indebtedness incurred pursuant to Section 6.01(a)(xxvi); provided that such Indebtedness shall be considered Consolidated First Lien Debt
for purposes of clause (II) of the definition of “Incremental Cap”. Notwithstanding anything to the contrary, the maximum amount of Incremental Equivalent Debt that can be incurred at any time cannot exceed the Incremental Cap at such
time. 

  
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 “Incremental Facility” has the meaning assigned to such term in
Section 2.20(a). 
 “Incremental Facility Amendment” has the meaning assigned to such term in Section 2.20(d)

 “Incremental Revolving Commitment Increase” has the meaning assigned to such term in Section 2.20(a). 

“Incremental Term Loan” has the meaning assigned to such term in Section 2.20(a). 

“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 under conditional sale or other title retention agreements relating to property acquired by such Person,
(d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business and any earn-out obligation until
such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and if not paid after being due and payable), (e) 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, (f) all Guarantees by such Person of Indebtedness of others, (g) all
Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (i) all obligations, contingent or otherwise, of such
Person in respect of bankers’ acceptances; provided that the term “Indebtedness” shall not include (i) deferred or prepaid revenue, (ii) purchase price holdbacks in respect of a portion of the purchase price of an
asset to satisfy warranty or other unperformed obligations of the seller and (iii) Indebtedness of any Parent Entity appearing on the balance sheet of Holdings or Intermediate Holdings solely by reason of push down accounting under GAAP. The
Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in
or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. The amount of Indebtedness of any Person for purposes of clause (e) above shall (unless such
Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the Fair Market Value of the property encumbered thereby as determined by such Person in good
faith. For all purposes hereof, the Indebtedness of Intermediate Holdings, the Borrowers and the Restricted Subsidiaries shall exclude intercompany liabilities arising from their cash management, tax, and accounting operations and intercompany
loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business. 

  
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 “Indemnified Taxes” means all Taxes, other than Excluded Taxes, imposed on
or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document. 

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

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

“Information Memorandum” means the Confidential Information Memorandum dated February 2014 relating to the Loan Parties and
the Term Facilities. 
 “Initial Holdings” has the meaning assigned to such term in the preamble hereto. 

“Intellectual Property” has the meaning assigned to such term in the Collateral Agreement. 

“Intercreditor Agreements” means any First Lien Intercreditor Agreement and the First Lien/Second Lien Intercreditor
Agreement. 
 “Interest Coverage Ratio” means, as of any date, the ratio of (a) Consolidated EBITDA to
(b) Consolidated Interest Expense, in each case for the Test Period as of such date. 
 “Interest Election Request”
means a request by a Borrower to convert or continue a Borrowing in accordance with Section 2.07. 
 “Interest Payment
Date” means (a) with respect to any ABR Loan (including a Swingline Loan), the last Business Day of each March, June, September and December and (b) with respect to any Eurocurrency Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals
of three months’ duration after the first day of such Interest Period. 
 “Interest Period” means, with respect to any
Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter (or, if agreed to by each Lender participating
therein, twelve months or such other period less than one month thereafter as a 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 such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. 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. 

“Intermediate Holdings” has the meaning provided in the preamble hereto. 

  
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 “Intermediate Parent” means any subsidiary of Holdings of which
Intermediate Holdings is a subsidiary. 
 “Interpolated Rate” means the rate per annum determined by the Administrative
Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the Reuters Screen LIBOR01 for the longest period for which the Reuters
Screen LIBOR01 is available that is shorter than the Impacted Interest Period; and (b) the Reuters Screen LIBOR01 for the shortest period (for which the Reuters Screen LIBOR01 is available) that exceeds the Impacted Interest Period, in each
case, at such time. 
 “Investment” means, as to any Person, any direct or indirect acquisition or investment by such
Person, whether by means of (a) the purchase or other acquisition of Equity Interests or Indebtedness or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or
purchase or other acquisition of any other Indebtedness or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of Intermediate Holdings, the Borrowers
and the Restricted Subsidiaries, (i) intercompany advances arising from their cash management, tax, and accounting operations and (ii) intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any
rollover or extensions of terms) and made in the ordinary course of business) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of
another Person or assets constituting a business unit, line of business or division of such Person. The amount, as of any date of determination, of (i) any Investment in the form of a loan or an advance shall be the principal amount thereof
outstanding on such date, minus any cash payments actually received by such investor representing interest in respect of such Investment (to the extent any such payment to be deducted does not exceed the remaining principal amount of such Investment
and without duplication of amounts increasing the Available Amount or the Available Equity Amount), but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan or
advance after the date thereof, (ii) any Investment in the form of a Guarantee shall be equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof, as determined in good faith by a Financial Officer, (iii) any Investment in the form of a transfer of Equity Interests or other non-cash property by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the Fair Market Value of such Equity Interests or other property as of the time of the
transfer, minus any payments actually received by such investor representing a return of capital of, or dividends or other distributions in respect of, such Investment (to the extent such payments do not exceed, in the aggregate, the original amount
of such Investment and without duplication of amounts increasing the Available Amount or the Available Equity Amount), but without any other adjustment for increases or decreases in value of, or write-ups,
write-downs or write-offs with respect to, such Investment after the date of such Investment, and (iv) any Investment (other than any Investment referred to in clause (i), (ii) or (iii) above) by the specified Person in the form of a
purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other securities of any other Person shall be the original cost of such 

  
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Investment (including any Indebtedness assumed in connection therewith), plus (A) the cost of all additions thereto and minus (B) the amount of any portion of such Investment that has
been repaid to the investor in cash as a repayment of principal or a return of capital, and of any cash payments actually received by such investor representing interest, dividends or other distributions in respect of such Investment (to the extent
the amounts referred to in this clause (B) do not, in the aggregate, exceed the original cost of such Investment plus the costs of additions thereto and without duplication of amounts increasing the Available Amount or the Available Equity
Amount), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment. For purposes of
Section 6.04, if an Investment involves the acquisition of more than one Person, the amount of such Investment shall be allocated among the acquired Persons in accordance with GAAP; provided that pending the final determination of the
amounts to be so allocated in accordance with GAAP, such allocation shall be as reasonably determined by a Financial Officer. 

“Investor” means a holder of Equity Interests in Holdings (or any direct or indirect parent thereof) on the Effective Date.

 “IPO” means the initial underwritten public offering (other than a public offering pursuant to a registration statement
on Form S-8) of common Equity Interests in the IPO Entity. 
 “IPO Entity” means,
at any time at and after an IPO, Holdings, a parent entity of Holdings, or an Intermediate Parent, as the case may be, the Equity Interests in which were issued or otherwise sold pursuant to the IPO. 

“IPO Listco” means a wholly owned subsidiary of Holdings formed in contemplation of an IPO to become the IPO Entity. Holdings
shall, promptly following its formation, notify the Administrative Agent of the formation of any IPO Listco. 
 “IPO Reorganization
Transactions” means, collectively, the transactions taken in connection with and reasonably related to consummating an IPO, including (a) formation and ownership of IPO Shell Companies, (b) entry into, and performance of,
(i) a reorganization agreement among any of Holdings, its Subsidiaries, Parent Entities and/or IPO Shell Companies implementing IPO Reorganization Transactions and other reorganization transactions in connection with an IPO so long as after
giving effect to such agreement and the transactions contemplated thereby, the security interests of the Lenders in the Collateral and the Guarantees of the Secured Obligations, taken as a whole, would not be materially impaired and
(ii) customary underwriting agreements in connection with an IPO and any future follow-on underwritten public offerings of common Equity Interests in the IPO Entity, including the provision by IPO Entity
and Holdings of customary representations, warranties, covenants and indemnification to the underwriters thereunder, (c) the merger of IPO Subsidiary with one or more direct or indirect holders of Equity Interests in Holdings with IPO
Subsidiary surviving and holding Equity Interests in Holdings or the dividend or other distribution by Holdings of Equity Interests of IPO Shell Companies or other transfer of ownership to the holder of Equity Interests of Holdings, (d) the
amendment and/or restatement of organization documents of Holdings and any IPO Subsidiaries, (e) the issuance of Equity Interests of IPO Shell Companies to holders of 

  
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Equity Interests of Holdings in connection with any IPO Reorganization Transactions, (f) the making of Restricted Payments to (or Investments in) an IPO Shell Company or Holdings or any
Subsidiaries to permit Holdings to make distributions or other transfers, directly or indirectly, to IPO Listco, in each case solely for the purpose of paying, and solely in the amounts necessary for IPO Listco to pay,
IPO-related expenses and the making of such distributions by Holdings, (g) the repurchase by IPO Listco of its Equity Interests from Holdings, a Borrower or any Subsidiary, (h) the entry into an
exchange agreement, pursuant to which holders of Equity Interests in Holdings and certain non-economic/voting Equity Interests in IPO Listco will be permitted to exchange such interests for certain
economic/voting Equity Interests in IPO Listco, (i) any issuance, dividend or distribution of the Equity Interests of the IPO Shell Companies or other Disposition of ownership thereof to the IPO Shell Companies and/or the direct or indirect
holders of Equity Interests of Holdings and (j) all other transactions reasonably incidental to, or necessary for the consummation of, the foregoing so long as after giving effect to such agreement and the transactions contemplated thereby, the
security interests of the Lenders in the Collateral and the Guarantees of the Secured Obligations, taken as a whole, would not be materially impaired. 

“IPO Shell Company” means each of IPO Listco and IPO Subsidiary. 

“IPO Subsidiary” means a wholly owned subsidiary of IPO Listco formed in contemplation of, and to facilitate, IPO
Reorganization Transactions and an IPO. Holdings shall, promptly following its formation, notify the Administrative Agent of the formation of an IPO Subsidiary. 

“Iris Merger Sub” has the meaning provided in the preamble hereto. 

“Issuing Bank” means (a) JPMorgan Chase Bank, N.A. (including with respect to the Existing LCs) and (b) each
Revolving Lender that shall have become an Issuing Bank hereunder as provided in Section 2.05(k) (other than any Person that shall have ceased to be an Issuing Bank as provided in Section 2.05(l)), each in its capacity as an issuer of
Letters of Credit hereunder. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with
respect to Letters of Credit issued by such Affiliate. 
 “Joint Bookrunners” means J.P. Morgan Securities LLC, Barclays
Bank PLC, RBC Capital Markets and Deutsche Bank Securities Inc. 
 “JPMorgan” means JPMorgan Chase Bank, N.A. and its
successors. 
 “Judgment Currency” has the meaning assigned to such term in Section 9.14(b). 

“Junior Financing” means any Indebtedness (other than any permitted intercompany Indebtedness owing to Holdings, Intermediate
Holdings, any Borrower or any Restricted Subsidiary) that is either (a) subordinated in right of payment to the Loan Document Obligations or (b) Material Indebtedness that is secured on a junior basis to the Liens securing the Secured
Obligations. 

  
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 “Key Employee Distributions” means distributions by Holdings or any
Restricted Subsidiary to Parent (or any other Parent Entity or any partner of Parent or such other Parent Entity) to fund equity-like compensation payments to key employees that are direct or indirect partners of Parent (or such other Parent
Entity). 
 “Key Man Policy A” means any key man life, disability or other similar insurance policy for key directors,
officers, members and partners of Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary that was purchased to satisfy a contractual requirement to repurchase Equity Interests from the estate or heirs of such covered Person, for
which the benefits of such policy would be payable to Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary. 

“Key Man Policy B” means any key man life, disability or other similar insurance policy (other than any Key Man Policy A) for
key directors, officers, members and partners of Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary for which the benefits of such policy would be payable to Holdings, Intermediate Holdings, any Borrower or any Restricted
Subsidiary. 
 “Latest Maturity Date” means, at any date of determination, the latest maturity or expiration date
applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Other Term Loan, any Other Term Commitment, any Other Revolving Loan or any Other Revolving Commitment, in each case as extended in
accordance with this Agreement from time to time. 
 “LC Disbursement” means a payment made by an Issuing Bank pursuant to
a Letter of Credit. 
 “LC Exposure” means, at any time, the sum of (a) the Dollar Equivalent of the aggregate amount
of all Letters of Credit that remains available for drawing at such time and (b) the Dollar Equivalent of the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of such Borrower at such time. The LC
Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standby Practices (ISP98), such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise
specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, that with respect to any Letter of Credit that, by its terms or the terms of any
document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such
increases, whether or not such maximum stated amount is in effect at such time. 
 “Lead Arrangers” means J.P. Morgan
Securities LLC, Barclays Bank PLC, RBC Capital Markets and Deutsche Bank Securities Inc. 

  
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 “Lenders” means the Term Lenders, Revolving Lenders and any other Person
that shall have become a party hereto pursuant to an Assignment and Assumption, an Incremental Facility Amendment or a Refinancing Amendment, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.
Unless the context otherwise requires, the term “Lenders” includes the Swingline Lenders. 
 “Letter of Credit”
means any letter of credit issued pursuant to this Agreement other than any such letter of credit that shall have ceased to be a “Letter of Credit” outstanding hereunder pursuant to Section 9.05. 

“Letter of Credit Sublimit” means an amount equal to the Dollar Equivalent of $40,000,000. 

“Liabilities” means the recorded liabilities (including contingent liabilities that would be recorded in accordance with
GAAP) of Holdings and its Subsidiaries taken as a whole, as of the Effective Date after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied. 

“LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, the London interbank offered rate as
administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for Dollars for a period equal in length to such Interest Period as displayed on the Reuters Screen LIBOR01 (or such other page as
may replace such page on such service for the purpose of displaying the rates at which dollar deposits are offered by leading banks in the London interbank deposit market) at approximately 11:00 a.m., London, England time, on the second full
Business Day preceding the first day of such Interest Period; provided that if the Reuters Screen LIBOR01 shall not be available for such Interest Period (an “Impacted Interest Period”) then the LIBO Rate shall be the
Interpolated Rate (as defined above); provided, further that (i) if no comparable term for an Interest Period is available, the LIBO Rate shall be determined using the weighted average of the offered rates for the two terms most
nearly corresponding to such Interest Period and (ii) if there shall at any time no longer exist a Reuters Screen LIBOR01, “LIBO Rate” shall mean, with respect to each day during each Interest Period pertaining to Eurocurrency
Borrowings comprising part of the same Borrowing, the rate per annum equal to the rate at which the Administrative Agent is offered deposits in dollars at approximately 11:00 a.m., London, England time, two (2) Business Days prior to the first
day of such Interest Period for the number of days comprised therein and in an amount comparable to its portion of the amount of such Eurocurrency Borrowing to be outstanding during such Interest Period. Notwithstanding the foregoing, for purposes
of clause (c) of the definition of Alternate Base Rate, the rates referred to above shall be the rates as of 11:00 a.m., London, England time, on the date of determination (rather than the second London Business Day preceding the date of
determination). 
 Notwithstanding the foregoing and solely in respect of Term Loans, the LIBO Rate in respect of any applicable Interest
Period will be deemed to be 1.00% per annum if the LIBO Rate for such Interest Period calculated pursuant to the foregoing provisions would otherwise be less than 1.00% per annum. 

  
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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 and (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. 
 “Loan Document
Obligations” means (a) the due and punctual payment by the Borrowers of (i) the principal of and interest at the applicable rate or rates provided in this Agreement (including interest accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or
otherwise and (ii) all other monetary obligations of the Borrowers under or pursuant to this Agreement and each of the other Loan Documents, including obligations to pay fees, expense reimbursement obligations and indemnification obligations,
whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in
such proceeding), (b) the due and punctual payment and performance of all other obligations of the Borrowers under or pursuant to each of the Loan Documents and (c) the due and punctual payment and performance of all the obligations of each
other Loan Party under or pursuant to this Agreement and each of the other Loan Documents (including interest and monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless
of whether allowed or allowable in such proceeding). 
 “Loan Documents” means this Agreement, any Refinancing Amendment,
any Loan Modification Agreement, the Guarantee Agreement, the Collateral Agreement, the Intercreditor Agreements, the other Security Documents and, except for purposes of Section 9.02, any promissory notes delivered pursuant to
Section 2.09(e). 
 “Loan Modification Agreement” means a Loan Modification Agreement, in form reasonably satisfactory
to the Administrative Agent, among the Borrowers, the Administrative Agent and one or more Accepting Lenders, effecting one or more Permitted Amendments and such other amendments hereto and to the other Loan Documents as are contemplated by
Section 2.24. 
 “Loan Modification Offer” has the meaning specified in Section 2.24(a). 

“Loan Parties” means Holdings, Intermediate Holdings, the Borrowers, the Subsidiary Loan Parties and any Intermediate Parent.

 “Loans” means the loans made by the Lenders to the Borrowers pursuant to this Agreement. 

  
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 “Majority in Interest” when used in reference to Lenders of any Class,
means, at any time, (a) in the case of the Revolving Lenders, Lenders having Revolving Exposures and unused Revolving Commitments representing more than 50% of the sum of the aggregate Revolving Exposures and the unused aggregate Revolving
Commitments at such time and (b) in the case of the Term Lenders of any Class, Lenders holding outstanding Term Loans of such Class representing more than 50% of all Term Loans of such Class outstanding at such time; provided
that (a) the Revolving Exposures, Term Loans and unused Commitments of the Borrowers or any Affiliate thereof and (b) whenever there are one or more Defaulting Lenders, the total outstanding Term Loans and Revolving Exposures of, and the
unused Revolving Commitments of, each Defaulting Lender shall in each case be excluded for purposes of making a determination of the Majority in Interest. 

“Management Investors” means the directors, officers, partners, members and employees of any Parent Entity, Intermediate
Holdings, the Borrowers and/or any of their respective subsidiaries who are (directly or indirectly through one or more investment vehicles) Investors (including Ariel Emanuel and Patrick Whitesell) and any such Persons who become holders of Equity
Interests in Holdings (or any direct or indirect parent thereof) within six months after the Effective Date in connection with the Transactions. 

“Master Agreement” has the meaning assigned to such term in the definition of “Swap Agreement.” 

“Material Adverse Effect” means any event, circumstance or condition that has had, or could reasonably be expected to have, a
materially adverse effect on (a) the business or financial condition of Intermediate Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole, (b) the ability of the Borrowers and the Guarantors, taken as a whole, to
perform their payment obligations under the Loan Documents or (c) the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents. 

“Material Indebtedness” means (without duplication) Indebtedness for borrowed money (other than the Loan Document
Obligations), Capital Lease Obligations, unreimbursed obligations for letter of credit drawings and financial guarantees (other than ordinary course of business contingent reimbursement obligations) or obligations in respect of one or more Swap
Agreements, of any one or more of Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries in an aggregate principal amount exceeding $50,000,000; provided that in no event shall any Permitted Receivables Financing be
considered Material Indebtedness for any purpose. For purposes of determining Material Indebtedness, the “principal amount” of the obligations in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving
effect to any netting agreements) that Holdings, Intermediate Holdings, such Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time. 

“Material Subsidiary” means (a) each wholly-owned Restricted Subsidiary that, as of the last day of the fiscal quarter
of Holdings most recently ended for which financial statements are available, had revenues or total assets for such quarter in excess of 5.0% of the consolidated revenues or total assets, as applicable, of Holdings for such quarter or that is
designated by Holdings as a Material Subsidiary and (b) any group comprising wholly-owned Restricted Subsidiaries that each would not have been a Material Subsidiary under clause (a) but that, taken together, as of the last day of the
fiscal quarter of Holdings most recently ended for which 

  
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financial statements are available, had revenues or total assets for such quarter in excess of 10.0% of the consolidated revenues or total assets, as applicable, of Holdings for such quarter;
provided that solely for purposes of Section 7.01(h) and Section 7.01(i) each such Restricted Subsidiary forming part of such group is subject to an Event of Default under one or more of such Sections. 

“Mergers” means, collectively, (a) the merger of Iris Merger Sub with and into the Target, with the Target being the
surviving entity of such merger, following (or in contemplation of or in connection with) which the Target has formed or shall form New IMG, Inc. (a Delaware corporation and direct wholly owned subsidiary of the Target) (“New IMG,
Inc.”), which in turn has formed or will form IMG Iris Merger Sub, Inc. (a Delaware corporation and direct wholly owned subsidiary of New IMG, Inc.) (“IMG Iris Merger Sub, Inc.”), (b) the subsequent merger of IMG Iris
Merger Sub, Inc. with and into the Target, with the Target being the surviving entity of such merger, and then converting to a limited liability company, IMG Worldwide Holdings, LLC (“IMG LLC”) and (c) the subsequent merger of
New Iris LLC with and into IMG LLC, with IMG LLC being the surviving entity of such merger. 
 “Moody’s” means
Moody’s Investors Service, Inc. and any successor to its rating agency business. 
 “Mortgage” means a mortgage, deed
of trust, assignment of leases and rents or other security document granting a Lien on any Mortgaged Property to secure the Secured Obligations, provided, however, in the event any Mortgaged Property is located in a jurisdiction which
imposes mortgage recording taxes or similar fees, the applicable Mortgage shall not secure an amount in excess of 100% of the Fair Market Value of such Mortgaged Property. Each Mortgage shall be substantially in the form of Exhibit Q with
such modifications as may be required by local laws. 
 “Mortgaged Property” means each parcel of real property and the
improvements thereon owned in fee by a Loan Party with respect to which a Mortgage is granted pursuant to Section 4.01(f) (if any) or Section 5.11, Section 5.12 and Section 5.14. 

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which a Loan
Party or any ERISA Affiliate makes or is obligated to make contributions or with respect to which any Loan Party or ERISA Affiliate could have liability under Section 4212(c) of ERISA. 

“Net Proceeds” means, with respect to any event, (a) the proceeds received in respect of such event in cash or Permitted
Investments, including (i) any cash or Permitted Investments received in respect of any non-cash proceeds, including any cash payments received by way of deferred payment of principal pursuant to a note
or installment receivable or purchase price adjustment or earn-out (but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds that are
actually received, (iii) in the case of a claim under a Key Man Policy B, proceeds that are actually received, and (iv) in the case of a condemnation or similar event, condemnation awards and similar payments that are actually received,
minus (b) the sum of (i) all fees and out-of-pocket expenses paid by Holdings, 

  
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Intermediate Holdings, the Borrowers and the Restricted Subsidiaries in connection with such event (including attorney’s fees, investment banking fees, survey costs, title insurance
premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, underwriting discounts and commissions, other customary expenses and brokerage, consultant, accountant and other customary fees), in the case of a
Disposition of an asset (including pursuant to a Sale Leaseback or Casualty Event or similar proceeding), (x) the amount of all payments that are permitted hereunder and are made by Holdings, Intermediate Holdings, the Borrowers and the Restricted
Subsidiaries as a result of such event to repay Indebtedness (other than the Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event, (y) the pro rata portion of net cash proceeds thereof (calculated
without regard to this clause (y)) attributable to minority interests and not available for distribution to or for the account of Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries as a result thereof and (z) the
amount of any liabilities directly associated with such asset and retained by Holdings, Intermediate Holdings, the Borrowers or the Restricted Subsidiaries and (iii) the amount of all Taxes paid (or reasonably estimated to be payable),
including the amount of Permitted Tax Distribution relating to such event, and the amount of any reserves established by Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries to fund contingent liabilities reasonably
estimated to be payable, that are directly attributable to such event, provided that any reduction at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute the
receipt by the Borrowers at such time of Net Proceeds in the amount of such reduction. 
 “New IMG, Inc.” has the meaning
assigned to such term in the definition of “Mergers”. 
 “New Iris LLC” means New Iris LLC, a Delaware limited
liability company and wholly owned subsidiary of Intermediate Holdings, to be merged with and into IMG LLC as contemplated in clause (c) of the definition of “Mergers.” 

“New Project” shall mean (x) each facility which is either a new facility, branch or office or an expansion, relocation,
remodeling or substantial modernization of an existing facility, branch or office owned by the Borrower or the Subsidiaries which in fact commences operations and (y) each creation (in one or a series of related transactions) of a business unit
to the extent such business unit commences operations or each expansion (in one or a series of related transactions) of business into a new market. 

“Non-Accepting Lender” has the meaning assigned to such term in Section 2.24(c).

 “Non-Cash Compensation Expense” means any
non-cash expenses and costs that result from the issuance of stock-based awards, partnership interest-based awards and similar incentive based compensation awards or arrangements. 

“Non-Consenting Lender” has the meaning assigned to such term in
Section 9.02(c). 
 “Not Otherwise Applied” means, with reference to the Available Amount, the Starter Basket or the
Available Equity Amount, as applicable, that was not previously applied pursuant to Section 6.04(n), 6.08(a)(viii) or 6.08(b)(iv). 

  
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 “OFAC” has the meaning assigned to such term in Section 3.18(c). 

“Offered Amount” has the meaning assigned to such term in Section 2.11(a)(ii)(D). 

“Offered Discount” has the meaning assigned to such term in Section 2.11(a)(ii)(D). 

“Organizational Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and
the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or
organization and operating agreement (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); and (c) with respect to any partnership, joint venture, trust or other
form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity. 

“Other Loans” means one or more Classes of Loans that result from a Refinancing Amendment. 

“Other Revolving Commitments” means one or more Classes of revolving credit commitments hereunder or extended Revolving
Commitments that result from a Refinancing Amendment. 
 “Other Revolving Loans” means the Revolving Loans made pursuant to
any Other Revolving Commitment. 
 “Other Taxes” means any and all present or future recording, stamp, documentary,
transfer, sales, property or similar Taxes arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document. 

“Other Term Loans” means one or more Classes of Term Loans that result from a Refinancing Amendment. 

“Other Term Commitments” means one or more Classes of term loan commitments hereunder that result from a Refinancing
Amendment. 
 “Parent” means WME Entertainment Parent LLC, a Delaware limited liability company. 

“Parent Entity” means any Person that is a direct or indirect parent of Intermediate Holdings. 

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

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

  
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 “Participating Lender” has the meaning assigned to such term in
Section 2.11(a)(ii)(C). 
 “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and
any successor entity performing similar functions. 
 “Permitted Acquisition” means an Acquisition Transaction;
provided that (a) in the case of any purchase or other acquisition of Equity Interests in a Person, (i) such Person, upon the consummation of such purchase or acquisition, will be a Subsidiary (including as a result of a merger or
consolidation between any Subsidiary and such Person), or (ii) such Person is merged into or consolidated with a Subsidiary and such Subsidiary is the surviving entity of such merger or consolidation, (b) the business of such Person, or
such assets, as the case may be, constitute a business permitted by Section 5.16, (c) with respect to each such purchase or other acquisition, all actions required to be taken with respect to any such newly created or acquired Subsidiary
(including each subsidiary thereof) or assets in order to satisfy the requirements set forth in clauses (a), (b), (c) and (d) of the definition of the term “Collateral and Guarantee Requirement” to the extent applicable shall have
been taken (or arrangements for the taking of such actions after the consummation of the Permitted Acquisition shall have been made that are reasonably satisfactory to the Administrative Agent) (unless such newly created or acquired Subsidiary is
designated as an Unrestricted Subsidiary pursuant to Section 5.15 or is otherwise an Excluded Subsidiary) and (d) after giving effect to any such purchase or other acquisition, no Event of Default under clause (a), (b), (h) or (i) of
Section 7.01 shall have occurred and be continuing. 
 “Permitted Amendment” means an amendment to this Agreement and,
if applicable the other Loan Documents, effected in connection with a Loan Modification Offer pursuant to Section 2.24, providing for an extension of a maturity date applicable to the Loans and/or Commitments of the Accepting Lenders and, in
connection therewith, (a) a change in the Applicable Rate with respect to the Loans and/or Commitments of the Accepting Lenders and/or (b) a change in the fees payable to, or the inclusion of new fees to be payable to, the Accepting
Lenders and/or (c) additional covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of such Loan Modification Offer (it being understood that to the extent that any financial maintenance covenant is
added for the benefit of any such Loans and/or Commitments, no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant is either (i) also added for the benefit of any corresponding
Loans remaining outstanding after the issuance or incurrence of such Loans and/or Commitments or (ii) only applicable after the Latest Maturity Date at the time of such Loan Modification Offer). 

“Permitted Encumbrances” means: 

(a) Liens for taxes or other governmental charges that are not overdue for a period of more than 30 days or that are being
contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; 

  
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 (b) Liens imposed by law, such as carriers’, warehousemen’s,
mechanics’, materialmen’s, repairmen’s or construction contractors’ Liens and other similar Liens arising in the ordinary course of business that secure amounts not overdue for a period of more than 30 days or, if more than 30
days overdue, are unfiled and no other action has been taken to enforce such Liens or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books
of the applicable Person in accordance with GAAP, in each case so long as such Liens do not individually or in the aggregate have a Material Adverse Effect; 

(c) Liens incurred or deposits made in the ordinary course of business (i) in connection with workers’ compensation,
unemployment insurance and other social security legislation and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees or similar instruments for
the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, any Intermediate Parent, Intermediate Holdings, any Borrower or any Restricted Subsidiary or otherwise supporting the payment of items set forth in
the foregoing clause (i); 
 (d) Liens incurred or deposits made to secure the performance of bids, trade contracts,
governmental contracts and leases, statutory obligations, surety, stay, customs and appeal bonds, performance bonds, bankers acceptance facilities and other obligations of a like nature (including those to secure health, safety and environmental
obligations) and obligations in respect of letters of credit, bank guarantees or similar instruments that have been posted to support the same, incurred in the ordinary course of business or consistent with past practices; 

(e) easements, rights-of-way, restrictions,
encroachments, protrusions and other similar encumbrances and minor title defects affecting real property that, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of Holdings, Intermediate Holdings,
the Borrowers and the Restricted Subsidiaries, taken as a whole; 
 (f) Liens securing, or otherwise arising from, judgments
not constituting an Event of Default under Section 7.01(j); 
 (g) Liens on goods the purchase price of which is
financed by a documentary letter of credit issued for the account of Holdings or any of its Subsidiaries or Liens on bills of lading, drafts or other documents of title arising by operation of law or pursuant to the standard terms of agreements
relating to letters of credit, bank guarantees and other similar instruments, provided that such Lien secures only the obligations of Holdings or such subsidiaries in respect of such letter of credit to the extent such obligations are
permitted by Section 6.01; 
 (h) rights of setoff, banker’s lien, netting agreements and other Liens arising by
operation of law or by of the terms of documents of banks or other financial institutions in relation to the maintenance of administration of deposit accounts, securities accounts, cash management arrangements or in connection with the issuance of
letters of credit, bank guarantees or other similar instruments; and 

  
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 (i) Liens arising from precautionary Uniform Commercial Code financing
statements or any similar filings made in respect of operating leases entered into by Holdings or any of its subsidiaries. 

“Permitted First Priority Refinancing Debt” means any secured Indebtedness incurred by Intermediate Holdings, any Borrower or
any Loan Party in the form of one or more series of senior secured notes; provided that (i) such Indebtedness is secured by the Collateral on an equal priority basis (but without control of remedies) with the Loan Document Obligations
and is not secured by any property or assets of the Borrowers or any Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Loans (including portions of Classes of Loans
or Other Loans), (iii) such Indebtedness does not have mandatory redemption features (other than customary asset sale, insurance and condemnation proceeds events, change of control offers or events of default) that could result in redemptions of
such Indebtedness prior to the maturity of the Refinanced Debt and (iv) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to a First Lien Intercreditor Agreement and, if applicable, the First
Lien/Second Lien Intercreditor Agreement. Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor. 

“Permitted Holder” means (a) the Sponsor; (b) the Management Investors and their respective Permitted Transferees,
(c) any person that has no material assets other than the Equity Interests of the Borrowers, Holdings or any Parent Entity and that, directly or indirectly, holds or acquires beneficial ownership of 100% on a fully diluted basis of the voting
Equity Interests of the Borrowers, and of which no other person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on
the Effective Date), other than any of the other Permitted Holders specified in clauses (a) and (b), beneficially owns more than 50% (or, following an IPO, the greater of 40% and the percentage beneficially owned by the Permitted Holders
specified in clauses (a) and (b)) on a fully diluted basis of the voting Equity Interests thereof and (d) any “group” (within the meaning of Rules 13d-3 and
13d-5 under the Exchange Act as in effect on the Effective Date) the members of which include any of the other Permitted Holders specified in clause (a), (b) or (c) and that, directly or indirectly, hold
or acquire beneficial ownership of the voting Equity Interests of the Borrowers (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of
ownership interests held or acquired by such member and (2) the other Permitted Holders specified in clause (a) or (b) beneficially own more than 50% (or, following an IPO, no other person or other “group” owns more than the
greater of 40% and the percentage beneficially owned by the Permitted Holders specified in clause (a), (b) or (c)) on a fully diluted basis of the voting Equity Interests held by the Permitted Holder Group. 

“Permitted Holder Group” has the meaning assigned to such term in the definition of “Permitted Holder.” 

  
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 “Permitted Holdings Debt” has the meaning assigned to such term in
Section 6.01(a)(xviii). 
 “Permitted Investments” means any of the following, to the extent owned by Holdings,
Intermediate Holdings, any Borrower or any Restricted Subsidiary: 
 (a) dollars, euro, pounds, Australian dollars, Canadian
dollars, Yuan and such other currencies held by it from time to time in the ordinary course of business; 
 (b) readily
marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union rated
A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, having average maturities of not more than 24 months
from the date of acquisition thereof; provided that the full faith and credit of the United States or such member nation of the European Union is pledged in support thereof; 

(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that
(i) is a Lender or (ii) has combined capital and surplus of at least (x) $250,000,000 in the case of U.S. banks and (y) $100,000,000 (or the Dollar Equivalent as of the date of determination) in the case of
non-U.S. banks (any such bank meeting the requirements of clause (i) or (ii) above being an “Approved Bank”), in each case with average maturities of not more than 12 months from the date
of acquisition thereof; 
 (d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent
company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the
equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 24 months from the date of acquisition thereof; 

(e) repurchase agreements entered into by any Person with an Approved Bank, a bank or trust company (including any of the
Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of (x) $250,000,000 in the case of U.S. banks and (y) $100,000,000 (or the Dollar Equivalent as of the date of determination) in the case of non-U.S. banks, in each case, for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the
European Union rated A (or the equivalent thereof) or better by S&P and A2 (or the equivalent thereof) or better by Moody’s, in which such Person shall have a perfected first priority security interest (subject to no other Liens) and
having, on the date of purchase thereof, a Fair Market Value of at least 100% of the amount of the repurchase obligations; 

  
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 (f) marketable short-term money market and similar highly liquid funds
either (i) having assets in excess of (x) $250,000,000 in the case of U.S. banks or other U.S. financial institutions and (y) $100,000,000 (or the Dollar Equivalent as of the date of determination) in the case of
non-U.S. banks or other non-U.S. financial institutions or (ii) having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service); 

(g) securities with average maturities of 24 months or less from the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States, or by any political subdivision or taxing authority of any such state, commonwealth or territory having an investment grade rating from either S&P or Moody’s (or the equivalent
thereof); 
 (h) investments with average maturities of 12 months or less from the date of acquisition in mutual funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; 

(i) instruments equivalent to those referred to in clauses (a) through (h) above denominated in euro or any other foreign
currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any
business conducted by any Subsidiary organized in such jurisdiction; 
 (j) investments, classified in accordance with GAAP
as current assets, in money market investment programs that are registered under the Investment Company Act of 1940 or that are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of
which are limited such that substantially all of such investments are of the character, quality and maturity described in clauses (a) through (i) above; 

(k) with respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such
Foreign Subsidiary maintains its chief executive office and principal place of business; provided such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within one year after the date of
investment therein, (ii) certificates of deposit of, bankers acceptances of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief executive
office and principal place of business; provided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least
“A-2” or the equivalent thereof or from Moody’s is at least “P-2” or the equivalent thereof (any such bank being an “Approved Foreign
Bank”), and in each case with maturities of not more than 24 months from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank; and 

(l) investment funds investing at least 90% of their assets in securities of the types described in clauses (a) through
(k) above. 

  
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 “Permitted Receivables Financing” means receivables securitizations or
other receivables financings (including any factoring program) that are non-recourse to Holdings and the Restricted Subsidiaries (except for (w) recourse to any Foreign Subsidiaries that own the assets
underlying such financing (or have sold such assets in connection with such financing), (x) any customary limited recourse or, to the extent applicable only to non-Loan Parties, that is customary in the
relevant local market, (y) any performance undertaking or Guarantee, to the extent applicable only to non-Loan Parties, that is customary in the relevant local market, and (z) an unsecured parent
Guarantee by Holdings, any Intermediate Parent, Intermediate Holdings or a Restricted Subsidiary that is a parent company of a Foreign Subsidiary of obligations of Foreign Subsidiaries, and, in each case, reasonable extensions thereof);
provided that, with respect to Permitted Receivables Financings incurred in the form of a factoring program, the outstanding amount of such Permitted Receivables Financing for the purposes of this definition shall be deemed to be equal to the
Permitted Receivables Net Investment for the last Test Period. 
 “Permitted Receivables Net Investment” means the
aggregate cash amount paid by the purchasers under any Permitted Receivables Financing in the form of a factoring program in connection with their purchase of accounts receivable and customary related assets or interests therein, as the same may be
reduced from time to time by collections with respect to such accounts receivable and related assets or otherwise in accordance with the terms of such Permitted Receivables Financing (but excluding any such collections used to make payments of
commissions, discounts, yield and other fees and charges incurred in connection with any Permitted Receivables Financing in the form of a factoring program which are payable to any Person other than Intermediate Holdings, a Borrower or a Restricted
Subsidiary). 
 “Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding,
renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so
modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses incurred, in connection with such modification, refinancing, refunding,
renewal or extension and by an amount equal to any existing revolving commitments unutilized thereunder to the extent that the portion of any existing and unutilized revolving commitment being refinanced was permitted to be drawn under
Section 6.01 and Section 6.02 of this Agreement immediately prior to such refinancing (other than by reference to a Permitted Refinancing) and such drawing shall be deemed to have been made, (b) other than with respect to a Permitted
Refinancing in respect of Indebtedness permitted pursuant to Section 6.01(a)(v), Indebtedness resulting from such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity
date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) if the Indebtedness being modified,
refinanced, refunded, renewed or extended is subordinated in right of payment to the Loan Document Obligations, Indebtedness resulting from such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the
Loan Document Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (d) immediately after giving effect thereto,
no Event of Default shall have occurred 

  
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and be continuing, and (e) if the Indebtedness being modified, refinanced, refunded, renewed or extended is permitted pursuant to Section 6.01(a)(ii), (a)(xxi), (a)(xxii), (a)(xxiii) or
(a)(xxiv), (i) the terms and conditions (including Lien priority to the extent secured, but excluding as to subordination, interest rate (including whether such interest is payable in cash or in kind), rate floors, fees, discounts and premiums)
of Indebtedness resulting from such modification, refinancing, refunding, renewal or extension are, taken as a whole, are not materially more favorable to the investors providing such Indebtedness than the terms and conditions of the Indebtedness
being modified, refinanced, refunded, renewed or extended (except for covenants or other provisions applicable to periods after the Latest Maturity Date at the time such Indebtedness is incurred) (it being understood that, to the extent that any
financial maintenance covenant is added for the benefit of any such Permitted Refinancing, the terms shall not be considered materially more favorable if such financial maintenance covenant is either (A) also added for the benefit of any
corresponding Loans remaining outstanding after the issuance or incurrence of such Permitted Refinancing or (B) only applicable after the Latest Maturity Date at the time of such refinancing); provided that a certificate of a Responsible
Officer delivered to the Administrative Agent at least five Business Days prior to such modification, refinancing, refunding, renewal or extension, together with a reasonably detailed description of the material terms and conditions of such
resulting Indebtedness or drafts of the documentation relating thereto, stating that Holdings has determined in good faith that such terms and conditions satisfy the foregoing requirement, shall be conclusive evidence that such terms and conditions
satisfy the foregoing requirement unless the Administrative Agent notifies Holdings within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and
(ii) the primary obligor in respect of, and/or the Persons (if any) that Guarantee, the Indebtedness resulting from such modification, refinancing, refunding, renewal or extension are the primary obligor in respect of, and/or Persons (if any)
that Guaranteed the Indebtedness being modified, refinanced, refunded, renewed or extended. For the avoidance of doubt, it is understood that a Permitted Refinancing may constitute a portion of an issuance of Indebtedness in excess of the amount of
such Permitted Refinancing; provided that such excess amount is otherwise permitted to be incurred under Section 6.01. For the avoidance of doubt, it is understood and agreed that a Permitted Refinancing includes successive Permitted
Refinancings of the same Indebtedness. 
 “Permitted Second Priority Refinancing Debt” means any secured Indebtedness
incurred by Intermediate Holdings, any Borrower or any Loan Party in the form of one or more series of junior lien secured notes or junior lien secured loans; provided that (i) such Indebtedness is secured by the Collateral on a junior
basis with the Loan Document Obligations and is not secured by any property or assets of the Borrowers or any Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Loans
(including portions of Classes of Loans or Other Loans), (iii) such Indebtedness does not have mandatory redemption features (other than customary asset sale, insurance and condemnation proceeds events, change of control offers or events of default)
that could result in redemptions of such Indebtedness prior to the maturity of the Refinanced Debt and (iv) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to the First Lien/Second Lien
Intercreditor Agreement. Permitted Second Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor. 

  
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 “Permitted Tax Distributions” means cash distributions (a) for each
taxable period ending after the Effective Date for which Holdings is treated as a partnership or disregarded entity for U.S. federal income tax purposes, in an amount equal to the product of (i) the taxable income of Holdings for such period
(calculated (A) without regard to any adjustments pursuant to Section 743 of the Code and (B) by treating all amounts described in Section 6.08(a)(ii)(B) that are paid or accrued in respect of such period as a deduction); and
(ii) the maximum combined marginal U.S. federal,state and/or local income tax rate (after taking into account the deductibility of state and local income tax for U.S. federal income tax purposes, applicable limitations on the deductibility of
items, and the character of the income in question (i.e., long term capital gain, qualified dividend income, etc.)) applicable to any direct (or, where the direct equity holder is a pass-through entity, indirect) equity holder of Holdings for such
period (the “Tax Rate”); provided that any such distributions under this clause (a) with respect to any such period may be made in quarterly installments during the course of such period using reasonable estimates of the
anticipated aggregate amount of such distributions under this clause (a) for such period, with any excess of aggregate installments with respect to any such period over the actual amount of such distributions permitted under this clause
(a) for such period reducing the amount of Permitted Tax Distributions under this clause (a) with respect to the immediately subsequent period (and, to the extent such excess is not fully absorbed in the immediately subsequent period, the
following period(s)); (b) for each of WME’s taxable periods (or portion thereof) ending on December 31, 2013 and on the Effective Date, in an amount equal to the product of (i) the taxable income of WME for such period (calculated
(A) without regard to any adjustments pursuant to Section 743 of the Code and (B) by treating as a deduction any amounts paid or accrued in respect of such period that are treated as “guaranteed payments” for U.S. federal
income tax purposes); and (ii) the maximum combined marginal U.S. federal, state and/or local income tax rate (after taking into account the deductibility of state and local income tax for U.S. federal income tax purposes, applicable
limitations on the deductibility of items, and the character of the income in question (i.e., long term capital gain, qualified dividend income, etc.)) applicable to any direct (or, where the direct equity holder is a pass- through entity, indirect)
equity holder of WME for such period; provided that any such amounts under this clause (b) shall be reduced by any estimated tax payments that in accordance with the Code should have been made prior to the Effective Date by such direct
(or indirect) equity holders with respect to such taxable income (calculated as described in this clause (b)); (c) for each of Target’s taxable periods (or portion thereof) ending on December 31, 2013 and on the Effective Date, to fund any
payment of U.S. federal and/or applicable state and local income taxes of Target (or of New IMG, Inc. as the successor to Target for tax purposes for such periods (or portion thereof)); (d) in an amount equal to any income taxes (and any
related interest and penalties) imposed on New IMG, Inc. after the Effective Date to the extent such taxes are attributable to the income of New IMG, Inc., Target or any Target subsidiaries with respect to any taxable period (or portion thereof)
ending on or before the Effective Date; and (e) in an amount equal to any income taxes (and any related interest and penalties) imposed on any direct (or indirect) equity holder of WME made after the Effective Date to the extent such taxes are
attributable to the income of WME or its subsidiaries with respect to any taxable period (or portion thereof) ending on or before the Effective Date. 

  
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 “Permitted Tax Receivable Payments” means, in respect of a taxable period,
cash distributions to the equity holders of Holdings in an aggregate amount such that the IPO Entity’s pro rata share of such distributions does not exceed the excess of (A) the sum of (i) the ordinary course payments payable by IPO
Entity pursuant to a customary tax receivable agreement for such period and (ii) the actual aggregate U.S. federal, state and/or local income tax liability of IPO Entity for such period attributable to the taxable income of Holdings (taking
into account any adjustment pursuant to Section 743 of the Code or otherwise in connection with an “up-C” structure), over (B) Permitted Tax Distributions allocable to IPO Entity for such
period; provided that, for the avoidance of doubt, “ordinary course payments” pursuant to a tax receivable agreement means payments other than any accelerated lump sum amount payable by reason of any early termination of such
agreement or otherwise, to the extent such amount exceeds the amount that would have been payable under such tax receviable agreement in the absence of such acceleration. 

“Permitted Transferees” means, with respect to any Person that is a natural person (and any Permitted Transferee of such
Person), (a) such Person’s immediate family, including his or her spouse, ex- spouse, children, step-children and their respective lineal descendants, (b) any trust or other legal entity the
beneficiary of which is such Person’s immediate family, including his or her spouse, ex-spouse, children, stepchildren or their respective lineal descendants and (c) without duplication with any of
the foregoing, such Person’s heirs, executors and/or administrators upon the death of such Person and any other Person who was an Affiliate of such Person upon the death of such Person and who, upon such death, directly or indirectly owned
Equity Interests in Holdings or any other IPO Entity. 
 “Permitted Unsecured Refinancing Debt” means unsecured
Indebtedness incurred by Intermediate Holdings, any Borrower or any Loan Party in the form of one or more series of senior unsecured notes or loans; provided that (i) such Indebtedness constitutes Credit Agreement Refinancing
Indebtedness in respect of Loans (including portions of Classes of Loans or Other Loans), (ii) such Indebtedness does not have mandatory redemption features (other than customary asset sale, insurance and condemnation proceeds events, change of
control offers or events of default) that could result in redemptions of such Indebtedness prior to the maturity of the Refinanced Debt and (iii) such Indebtedness is not secured by any Lien on any property or assets of Holdings, any
Intermediate Parent, the Borrowers or any Restricted Subsidiary. Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Plan” means any “employee pension benefit plan” as
defined in Section 3(2) of ERISA (other than a Multiemployer Plan) which is 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 a Loan Party 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. 

“Planned Expenditures” has the meaning assigned to such term in clause (b) of the definition of “Excess Cash
Flow”. 

  
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 “Platform” has the meaning specified in Section 5.01. 

“Post-Transaction Period” means, with respect to any Specified Transaction, the period beginning on the date on which such
Specified Transaction is consummated and ending on the last day of the eighth full consecutive fiscal quarter of Holdings immediately following the date on which such Specified Transaction is consummated. 

“Prepayment Event” means: 

(a) any sale, transfer or other Disposition of any property or asset of any Intermediate Parent, Intermediate Holdings, any
Borrower or any of the Restricted Subsidiaries pursuant to Section 6.05(i), Section 6.05(j), Section 6.05(k), Section 6.05(m) other than Dispositions resulting in aggregate Net Proceeds not exceeding $10,000,000 in the case of
any single transaction or series of related transactions; 
 (b) the incurrence by Holdings, any Intermediate Parent,
Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries of any Indebtedness, other than Indebtedness permitted under Section 6.01 (other than Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt,
Permitted Second Priority Refinancing Debt and Other Loans) or permitted by the Required Lenders pursuant to Section 9.02; or 

(c) the receipt by Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary of Net Proceeds from a claim
under a Key Man Policy B. 
 “Present Fair Saleable Value” means the amount that could be obtained by an independent
willing seller from an independent willing buyer if the assets of Holdings and its Subsidiaries taken as a whole are sold with reasonable promptness in an arm’s-length transaction under present conditions
for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated. 
 “Principal Issuing
Bank” means, on any date, (a) the Issuing Bank, if there is only one Issuing Bank and (b) otherwise, (i) the Issuing Bank with the greatest LC Exposure on such date and (ii) each other Issuing Bank that has issued Letters of
Credit that on such date have available for drawing thereunder (together with the aggregate unreimbursed LC Disbursement, thereunder on such date) the Dollar Equivalent of greater than $1,000,000. 

“Pro Forma Adjustment” means, for any Test Period, any adjustment to Consolidated EBITDA made in accordance with clause
(b) of the definition of that term. 
 “Pro Forma Basis,” “Pro Forma Compliance” and “Pro
Forma Effect” mean, with respect to compliance with any test, financial ratio or covenant hereunder required by the terms of this Agreement to be made on a Pro Forma Basis, that (a) to the extent applicable, the Pro Forma Adjustment
shall have been made and (b) all Specified Transactions and the following transactions in connection therewith that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the
event for which the calculation is made shall be deemed to have occurred as of the first day of the 

  
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applicable period of measurement in such test, financial ratio or covenant: (i) income statement items (whether positive or negative) attributable to the property or Person subject to such
Specified Transaction, (A) in the case of a Disposition of all or substantially all Equity Interests in any subsidiary of Holdings or any division, product line, or facility used for operations of Holdings, Intermediate Holdings, any Borrower
or any of the Restricted Subsidiaries, shall be excluded, and (B) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (ii) any retirement of
Indebtedness, (iii) any Indebtedness incurred or assumed by Holdings, Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an
implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that,
without limiting the application of the Pro Forma Adjustment pursuant to clause (a) above, the foregoing pro forma adjustments may be applied to any such test, financial ratio or covenant solely to the extent that such adjustments are
consistent with the definition of “Consolidated EBITDA” (and subject to the limitations set forth in clause (b) thereof) and give effect to events (including cost savings, operating expense reductions and synergies) that are
(i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on Holdings, Intermediate Holdings, any Borrower and any of the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise
consistent with the definition of “Pro Forma Adjustment.” 
 “Pro Forma Disposal Adjustment” means, for any
four-quarter period that includes all or a portion of a fiscal quarter included in any Post-Transaction Period with respect to any Sold Entity or Business, the pro forma increase or decrease in Consolidated EBITDA projected by Holdings in good faith
as a result of contractual arrangements between Holdings or any Restricted Subsidiary entered into with such Sold Entity or Business at the time of its disposal or within the Post-Transaction Period and which represent an increase or decrease in
Consolidated EBITDA which is incremental to the Disposed EBITDA of such Sold Entity or Business for the most recent four-quarter period prior to its disposal. 

“Pro Forma Entity” means any Acquired Entity or Business or any Converted Restricted Subsidiary. 

“Pro Forma Financial Statements” has the meaning assigned to such term in Section 3.04(c). 

“Proposed Change” has the meaning assigned to such term in Section 9.02(c). 

“Public Lender” has the meaning specified in Section 5.01. 

“Purchasing Borrower Party” means Holdings or any subsidiary of Holdings. 

“Qualified Equity Interests” means Equity Interests in Holdings or any parent of Holdings other than Disqualified Equity
Interests. 
 “Qualifying Lender” has the meaning assigned to such term in Section 2.11(a)(ii)(D). 

  
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 “Receivables Subsidiary” means any Special Purpose Entity established in
connection with a Permitted Receivables Financing and any other subsidiary (other than any Loan Party) involved in a Permitted Receivables Financing which is not permitted by the terms of such Permitted Receivables Financing to guarantee the
Obligations or provide Collateral. 
 “Refinanced Debt” has the meaning assigned to such term in the definition of
“Credit Agreement Refinancing Indebtedness.” 
 “Refinancing Amendment” means an amendment to this Agreement
executed by each of (a) Intermediate Holdings, the Borrowers and Holdings, (b) the Administrative Agent and (c) each Additional Lender and Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness
being incurred pursuant thereto, in accordance with Section 2.21. 
 “Register” has the meaning assigned to such term
in Section 9.04(b)(iv). 
 “Registered Equivalent Notes” means, with respect to any notes originally issued in a Rule
144A or other private placement transaction under the Securities Act of 1933, substantially identical notes (having substantially the same Guarantees) issued in a
dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC. 

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the partners, directors,
officers, employees, trustees, agents, controlling persons, advisors and other representatives of such Person and of each of such Person’s Affiliates and permitted successors and assigns. 

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal,
leaching or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) and including the environment within any building or other structure. 

“Removal Effective Date” has the meaning assigned to such term in Article VIII. 

“Repricing Transaction” means (a) the incurrence by a Borrower of any Indebtedness in the form of term loan that is
broadly marketed or syndicated to banks and other institutional investors (i) having an Effective Yield for the respective Type of such Indebtedness that is less than the Effective Yield for the Term Loans of the respective equivalent Type, but
excluding Indebtedness incurred in connection with an IPO, Change of Control or Transformative Acquisition, and (ii) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part,
outstanding principal of Term Loans or (b) any effective reduction in the Effective Yield for the Term Loans (e.g., by way of amendment, waiver or otherwise), except for a reduction in connection with an IPO, Change of Control or Transformative
Acquisition. Any determination by the Administrative Agent with respect to whether a Repricing Transaction shall have occurred shall be conclusive and binding on all Lenders holding the Term Loans. 

  
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 “Required Additional Debt Terms” means with respect to any Indebtedness,
(a) such Indebtedness does not mature earlier than the Latest Maturity Date (except in the case of customary bridge loans which subject to customary conditions (including no payment or bankruptcy event of default), would either automatically be
converted into or required to be exchanged for permanent refinancing which does not mature earlier than the Latest Maturity Date), (b) such Indebtedness does not have mandatory redemption features (other than customary asset sale, insurance and
condemnation proceeds events, change of control offers or events of default or, if term loans, excess cash flow prepayments applicable to periods before the Latest Maturity Date) that could result in redemptions of such Indebtedness prior to the
Latest Maturity Date, (c) such Indebtedness is not guaranteed by any entity that is not a Loan Party, (d) such Indebtedness that is secured (i) is not secured by any assets not securing the Secured Obligations, (ii) is subject to
the relevant Intercreditor Agreement(s) and (iii) is subject to security agreements relating to such Indebtedness that are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the
Administrative Agent) and (e) the terms and conditions of such Indebtedness (excluding pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions) are not materially more favorable (when taken
as a whole) to the lenders or investors providing such Indebtedness than the terms and conditions of this Agreement (when taken as a whole) are to the Lenders (except for covenants or other provisions applicable only to periods after the Latest
Maturity Date at such time) (it being understood that, to the extent that any financial maintenance covenant is added for the benefit of any Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such
financial maintenance covenant is either (i) also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of any such Indebtedness in connection therewith or (ii) only applicable after the
Latest Maturity Date at such time); provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed
description of the material terms and conditions of such resulting Indebtedness or drafts of the documentation relating thereto, stating that Holdings has determined in good faith that such terms and conditions satisfy the foregoing requirement,
shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies Holdings within such five Business Day period that it disagrees with such determination (including a reasonable
description of the basis upon which it disagrees). 
 “Required Lenders” means, at any time, Lenders having Revolving
Exposures, Term Loans and unused Commitments (exclusive of Swingline Commitments) representing more than 50.0% of the aggregate Revolving Exposures, outstanding Term Loans and unused Commitments (exclusive of Swingline Commitments) at such time;
provided that (a) the Revolving Exposures, Term Loans and unused Commitments of the Borrowers or any Affiliate thereof (other than an Affiliated Debt Fund) and (b) whenever there are one or more Defaulting Lenders, the total
outstanding Term Loans and Revolving Exposures of, and the unused Revolving Commitments of, each Defaulting Lender, shall, in each case of clauses (a) and (b), be excluded for purposes of making a determination of Required Lenders. 

  
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 “Required Revolving Lenders” means, at any time, Revolving Lenders having
Revolving Exposures and unused Commitments (exclusive of Swingline Commitments) representing more than 50.0% of the aggregate Revolving Exposures and unused Commitments (exclusive of Swingline Commitments) at such time; provided that
(a) the Revolving Exposures and unused Commitments of the Borrowers or any Affiliate thereof and (b) whenever there are one or more Defaulting Lenders, the total outstanding Revolving Exposures of, and the unused Revolving Commitments of,
each Defaulting Lender, shall, in each case of clauses (a) and (b), be excluded for purposes of making a determination of Required Revolving Lenders. 

“Requirements of Law” means, with respect to any Person, any statutes, laws, treaties, rules, regulations, orders, decrees,
writs, injunctions or determinations of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. 

“Resignation Effective Date” has the meaning assigned to such term in Article VIII. 

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or
assistant treasurer, or other similar officer, manager or a director of a Loan Party and with respect to certain limited liability companies or partnerships that do not have officers, any manager, sole member, managing member or general partner
thereof, and as to any document delivered on the Effective Date or thereafter pursuant to clause (a) of the definition of the term “Collateral and Guarantee Requirement,” any secretary or assistant secretary of a Loan Party. Any
document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such
Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. 
 “Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Holdings, any Borrower, any other Restricted Subsidiary, Intermediate Holdings or any Intermediate Parent, 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 Equity Interests in Holdings, Intermediate
Holdings, any Intermediate Parent, any Borrower or any Restricted Subsidiary or any option, warrant or other right to acquire any such Equity Interests. 

“Restricted Stock” means any restricted stock or performance based equity or options of the Target awarded pursuant to a
stock plan that is outstanding immediately prior to the consummation of the Acquisition. 
 “Restricted Subsidiary” means
any Subsidiary other than an Unrestricted Subsidiary. 
 “Retained Declined Proceeds” has the meaning assigned to such term
in Section 2.11(e). 
 “Revolving Availability Period” means the period from and including the Effective Date to but
excluding the earlier of the Revolving Maturity Date and the date of termination of the Revolving Commitments. 

  
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 “Revolving Commitment” means, with respect to each Lender, the commitment,
if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Exposure
hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Assumption
or (ii) a Refinancing Amendment. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01(b), or in the Assignment and Assumption or Refinancing Amendment pursuant to which such Lender shall have
assumed its Revolving Commitment, as the case may be. The initial amount of the Lenders’ Revolving Commitments as of the Effective Date is $100,000,000. 

“Revolving Credit Facility” means the Revolving Commitments and the provisions herein related to the Revolving Loans,
Swingline Loans and Letters of Credit. 
 “Revolving Exposure” means, with respect to any Revolving Lender at any time, the
sum of the Dollar Equivalent of the outstanding principal amount of such Revolving Lender’s Revolving Loans and its LC Exposure and Swingline Exposure at such time. 

“Revolving Lender” means a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a
Lender with Revolving Exposure. 
 “Revolving Loan” means a Loan made pursuant to clause (b) of Section 2.01.

 “Revolving Maturity Date” means May 6, 2019. 

“Rollover Investors” means certain equity holders of the Target that have elected to roll over their common stock in the
Target, Restricted Stock and/or stock options issued by the Target into Parent (or a parent company thereof). 
 “S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and any successor to its rating agency business. 

“Sale Leaseback” means any transaction or series of related transactions pursuant to which Intermediate Holdings, any
Borrower or any other Restricted Subsidiary (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such
property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed of. 

“Sanctions” means economic sanctions administered or enforced by the United States Government (including without limitation,
sanctions enforced by OFAC), the United Nations Security Council, the European Union or Her Majesty’s Treasury. 

“SEC” means the Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal
functions. 

  
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 “Second Lien Credit Agreement” means the Second Lien Credit Agreement,
dated as of the Effective Date, among Holdings, Intermediate Holdings, the Borrowers, the lenders party thereto and Barclays Bank PLC, as administrative agent and collateral agent. 

“Second Lien Credit Documents” means the Second Lien Credit Agreement and the other “Credit Documents” (as defined
in the Second Lien Credit Agreement). 
 “Second Lien Incremental Base Amount” means the amount of Second Lien Incremental
Facilities and Second Lien Incremental Equivalent Debt that may be incurred pursuant to clause (I)(a) of the definition of “Incremental Cap” as defined in the Second Lien Credit Agreement. 

“Second Lien Incremental Equivalent Debt” means “Incremental Equivalent Debt” as defined in the Second Lien Credit
Agreement. 
 “Second Lien Incremental Facilities” means “Incremental Facilities” as defined in the Second Lien
Credit Agreement. 
 “Secured Cash Management Obligations” means the due and punctual payment and performance of all
obligations of Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries (other than Receivables Subsidiaries) in respect of any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements and
cash management services, corporate credit and purchasing cards and related programs or any automated clearing house transfers of funds (collectively, “Cash Management Services”) provided to Holdings, Intermediate Holdings, any
Borrower or any Subsidiary (whether absolute or contingent and howsoever and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)) that are (a) owed to the
Administrative Agent or any of its Affiliates, (b) owed on the Effective Date to a Person that is a Lender or an Affiliate of a Lender as of the Effective Date or (c) owed to a Person that is an Agent, a Lender or an Affiliate of an Agent
or Lender at the time such obligations are incurred. 
 “Secured Leverage Ratio” means, on any date, the ratio of
(a) Consolidated Secured Debt as of such date to (b) Consolidated EBITDA for the Test Period as of such date. 
 “Secured
Obligations” means (a) the Loan Document Obligations, (b) the Secured Cash Management Obligations and (c) the Secured Swap Obligations (excluding with respect to any Loan Party, Excluded Swap Obligations of such Loan Party).

 “Secured Parties” means (a) each Lender, (b) the Administrative Agent and Collateral Agent, each Joint
Bookrunner, (d) each Person to whom any Secured Cash Management Obligations are owed, (e) each counterparty to any Swap Agreement the obligations under which constitute Secured Swap Obligations and (f) the permitted successors and
assigns of each of the foregoing. 
 “Secured Swap Obligations” means the due and punctual payment and performance of all
obligations of Holdings, Intermediate Holdings, the Borrowers, and the Restricted Subsidiaries (other than Receivables Subsidiaries) under each Swap Agreement that (a) is with a counterparty that is the Administrative Agent or any of its
Affiliates, (b) is in effect on the Effective Date with a counterparty that is a Lender, an Agent or an Affiliate of a Lender or an Agent as of the Effective Date or (c) is entered into after the Effective Date with any counterparty that
is a Lender, an Agent or an Affiliate of a Lender or an Agent at the time such Swap Agreement is entered into. 

  
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 “Security Documents” means the Collateral Agreement, the Mortgages and each
other security agreement or pledge agreement executed and delivered pursuant to the Collateral and Guarantee Requirement, Section 4.01(f), Section 5.11, Section 5.12 or Section 5.14 to secure any of the Secured Obligations. 

“Senior Representative” means, with respect to any series of Permitted First Priority Refinancing Debt, Permitted Second
Priority Refinancing Debt or other Indebtedness, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as
the case may be, and each of their successors in such capacities. 
 “Significant Subsidiary” means any Restricted
Subsidiary that, or any group of Restricted Subsidiaries that, taken together, as of the last day of the fiscal quarter of Holdings most recently ended for which financial statements are available, had revenues or total assets for such quarter in
excess of 10.0% of the consolidated revenues or total assets, as applicable, of Holdings for such quarter. 
 “Sold Entity or
Business” has the meaning assigned to such term in the definition of “Consolidated EBITDA.” 
 “Solicited
Discount Proration” has the meaning assigned to such term in Section 2.11(a)(ii)(D). 
 “Solicited Discounted
Prepayment Amount” has the meaning assigned to such term in Section 2.11(a)(ii)(D). 
 “Solicited Discounted
Prepayment Notice” means an irrevocable written notice of a Borrower Solicitation of Discounted Prepayment Offers made pursuant to Section 2.11(a)(ii)(D) substantially in the form of Exhibit M. 

“Solicited Discounted Prepayment Offer” means the irrevocable written offer by each Lender, substantially in the form of
Exhibit N, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice. 

“Solicited Discounted Prepayment Response Date” has the meaning assigned to such term in Section 2.11(a)(ii)(D). 

“Solvent” means (a) the Fair Value of the assets of Holdings and its Subsidiaries on a consolidated basis taken as a
whole exceeds their Liabilities, (b) the Present Fair Saleable Value of the assets of Holdings and its Subsidiaries on a consolidated basis taken as a whole exceeds their Liabilities, (c) Holdings and its Subsidiaries on a consolidated
basis taken as a whole immediately upon consummation of the Transactions will not have unreasonably small capital 

  
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with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Effective Date taking into account the nature
of, and the needs and anticipated needs for capital of, the particular business or businesses conducted or to be conducted by Holdings and its Subsidiaries on a consolidated basis as reflected in the projected financial statements and in light of
the anticipated credit capacity and (d) Holdings and its Subsidiaries on a consolidated basis taken as a whole will be able to pay their Liabilities as those liabilities become mature or (in the case of contingent Liabilities) otherwise become
payable, in light of business conducted or anticipated to be conducted by Holdings and its Subsidiaries as reflected in the projected financial statements and in light of the anticipated credit capacity. 

“Special Purpose Entity” means a direct or indirect subsidiary of Holdings, whose organizational documents contain
restrictions on its purpose and activities and impose requirements intended to preserve its separateness from Holdings and/or one or more Subsidiaries of Holdings. 

“Specified Discount” has the meaning assigned to such term in Section 2.11(a)(ii)(B). 

“Specified Discount Prepayment Amount” has the meaning assigned to such term in Section 2.11(a)(ii)(B). 

“Specified Discount Prepayment Notice” means an irrevocable written notice of a Borrower Offer of Specified Discount
Prepayment made pursuant to Section 2.11(a)(ii)(B) substantially in the form of Exhibit I. 
 “Specified Discount
Prepayment Response” means the irrevocable written response by each Lender, substantially in the form of Exhibit J, to a Specified Discount Prepayment Notice. 

“Specified Discount Prepayment Response Date” has the meaning assigned to such term in Section 2.11(a)(ii)(B). 

“Specified Discount Proration” has the meaning assigned to such term in Section 2.11(a)(ii)(B). 

“Specified Representations” means the following: (a) the representations made by, or with respect to, the Target and its
Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Holdings (or its Affiliates) has the right (taking into account applicable cure provisions) to terminate its obligations under the
Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms of the Acquisition Agreement), and (b) the
representations and warranties of the Borrowers and the Guarantors set forth in Section 3.01 (with respect to Holdings, Intermediate Holdings, the Borrowers and the Guarantors), Section 3.02 (with respect to the entering into, borrowing
under, guaranteeing under, and performance of the Loan Documents and the granting of Liens in the Collateral), Section 3.03(b)(i) (with respect to the entering into, borrowing under, guaranteeing under, and performance of the Loan Documents and
the granting of Liens in the Collateral), 

  
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Section 3.03(b)(ii) (provided that Section 3.03(b)(ii) shall be subject to no Company Material Adverse Effect having occurred and shall only be with respect to the entering into,
borrowing under, guaranteeing under, and performance of the Loan Documents and the granting of Liens in the Collateral), Section 3.07(a), Section 3.07(b) (provided that Section 3.07(b) shall be subject to no Company Material
Adverse Effect having occurred), Section 3.08, Section 3.14, Section 3.16, Section 3.18(a), Section 3.18(b) and Section 3.02(c) of the Collateral Agreement. 

“Specified Transaction” means, with respect to any period, any Investment, Disposition, incurrence or repayment of
Indebtedness, Restricted Payment, subsidiary designation, New Project or other event that by the terms of the Loan Documents requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be
calculated on a “Pro Forma Basis.” 
 “Sponsor” means Silver Lake Partners III, L.P. and its Affiliates (other
than, in each case, Holdings and its Subsidiaries or any portfolio company). 
 “Spot Rate” means on any day with respect
to any currency other than Dollars, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such currency; in the event that such rate
does not appear on any Reuters World Currency Page, the exchange rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and Holdings, or, in the
absence of such agreement, such exchange rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being
conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later. 

“SPV” has the meaning assigned to such term in Section 9.04(e). 

“Starter Basket” has the meaning assigned to such term in the definition of “Available Amount.” 

“Statutory Reserve Rate” means, with respect to any currency, 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, liquid asset or similar percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by
any Governmental Authority of the United States or of the jurisdiction of such currency or any jurisdiction in which Loans in such currency are made to which banks in such jurisdiction are subject for any category of deposits or liabilities
customarily used to fund loans in such currency or by reference to which interest rates applicable to Loans in such currency are determined. Such reserve, liquid asset or similar percentages shall include those imposed pursuant to Regulation D of
the Board of Governors, and if any Lender is required to comply with the requirements of The Bank of England and/or the Prudential Regulation Authority (or any authority that replaces any of the functions thereof) or the requirements of the European
Central Bank. Eurocurrency Loans shall be deemed to be subject to such reserve, liquid asset or similar 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 or any other applicable law, rule or regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 

  
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 “Sterling” or “£” means the lawful money of the
United Kingdom. 
 “Submitted Amount” has the meaning assigned to such term in Section 2.11(a)(ii)(C). 

“Submitted Discount” has the meaning assigned to such term in Section 2.11(a)(ii)(C). 

“Subordinated Indebtedness” means any Junior Financing under clause (a) of the definition thereof. 

“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 well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50.0% of the equity or more than 50.0% of the ordinary
voting power or, in the case of a partnership, more than 50.0% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. 
 “Subsidiary” means any
subsidiary of Holdings. 
 “Subsidiary Loan Party” means (a) each Subsidiary (other than a Borrower) that is a party
to the Guarantee Agreement and (b) any other Subsidiary of a Borrower that may be designated by such Borrower (by way of delivering to the Collateral Agent a supplement to the Collateral Agreement and a supplement to the Guarantee Agreement, in
each case, duly executed by such Subsidiary) in its sole discretion from time to time to be a guarantor in respect of the Secured Obligations, whereupon such Subsidiary shall be obligated to comply with the other requirements of Section 5.11 as
if it were newly acquired. 
 “Successor Borrower” has the meaning assigned to such term in Section 6.03(d). 

“Successor Holdings” has the meaning assigned to such term in Section 6.03(e). 

“Successor Intermediate Holdings” has the meaning assigned to such term in Section 6.03(d). 

“Swap” means any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47)
of the Commodity Exchange Act. 

  
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 “Swap Agreement” means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward
bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency
options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement,
and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any
Master Agreement. 
 “Swap Obligation” means, with respect to any Person, any obligation to pay or perform under any Swap.

 “Swingline Commitment” means the commitment of each Swingline Lender to make Swingline Loans. 

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

“Swingline Lender” means (a) JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder and
(b) each Revolving Lender that shall have become a Swingline Lender hereunder as provided in Section 2.04(d) (other than any Person that shall have ceased to be a Swingline Lender as provided in Section 2.04(e)), each in its capacity
as a lender of Swingline Loans hereunder. 
 “Swingline Loan” means a Loan made pursuant to Section 2.04. 

“Swingline Sublimit” means $20,000,000. 

“Syndication Agent” means Barclays Bank PLC. 

“Target” means IMG Worldwide Holdings, Inc., a Delaware corporation. 

“Tax Group” has the meaning specified in Section 6.08(a)(vii)(A). 

“Tax Rate” has the meaning given such term in the definition of “Permitted Tax Distributions.” 

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

  
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 “Term Commitment” means, with respect to each Term Lender, the commitment
of such Term Lender to make a Term Loan hereunder on the Effective Date, expressed as an amount representing the maximum principal amount of the Term Loan to be made by such Term Lender hereunder, as such commitment may be (a) reduced from time
to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Term Lender pursuant to an Assignment and Assumption. The initial amount of each Term Lender’s Term Commitment is
set forth on Schedule 2.01(a) or in the Assignment and Assumption pursuant to which such Term Lender shall have assumed its Term Commitment, as the case may be. As of the date hereof, the total Term Commitment is $1,900,000,000. 

“Term Facility” means the Term Loans and any Incremental Term Loans or any refinancing thereof. 

“Term Lenders” means the Persons listed on Schedule 2.01(a) and any other Person that shall have become a party hereto
pursuant to an Assignment and Assumption, an Incremental Facility Amendment in respect of any Term Loans or a Refinancing Amendment in respect of any Term Loans, other than any such Person that ceases to be a party hereto pursuant to an Assignment
and Assumption. 
 “Term Loan Standstill Period” has the meaning assigned to such term in Section 7.01(d). 

“Term Loans” means Loans made pursuant to clause (a) of Section 2.01. 

“Term Maturity Date” means May 6, 2021. 

“Termination Date” means the date on which (a) all Commitments shall have been terminated, (b) the payment in full
of all Loan Document Obligations (other than in respect of contingent indemnification and expense reimbursement claims not then due) and (c) all Letters of Credit (other than those that have been Cash Collateralized) have been cancelled or have
expired and all amounts drawn or paid thereunder have been reimbursed in full. 
 “Test Period” means, at any date of
determination, the most recently completed four consecutive fiscal quarters of Holdings ending on or prior to such date for which financial statements have been (or were required to have been) delivered pursuant to Section 5.01(a)or 5.01(b);
provided that prior to the first date financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), the Test Period in effect shall be the period of four consecutive fiscal quarters of Holdings ended December 31,
2013. 
 “Total Leverage Ratio” means, on any date, the ratio of (a) Consolidated Total Debt as of such date to
(b) Consolidated EBITDA for the Test Period as of such date. 
 “Transactions” means, collectively, (a) the
Equity Financing, (b) the Acquisition and the Mergers, (c) the funding of the Term Loans on the Effective Date and the consummation of the other transactions contemplated by this Agreement, (d) the Effective Date Refinancing,
(e) the consummation of any other transactions in connection with the foregoing (including in connection with the Acquisition Documents) and (f) the payment of the fees and expenses incurred in connection with any of the foregoing
(including the Transaction Costs). 

  
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 “Transaction Costs” means any fees or expenses incurred or paid by the
Sponsor, Iris Merger Sub, IMG Iris Merger Sub, Parent, Holdings, Intermediate Holdings, any Borrower or any Subsidiary in connection with the Transactions, this Agreement and the other Loan Documents and the transactions contemplated hereby and
thereby. 
 “Transformative Acquisition” means any acquisition by Holdings, Intermediate Holdings, any Borrower or any
Restricted Subsidiary that is not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition. 

“Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans
comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate. 
 “UCC” or
“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the
perfection or priority of the Collateral Agent’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a U.S. jurisdiction other than the State of New York, the term
“UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

 “Unrestricted Subsidiary” means any Subsidiary (other than Intermediate Holdings or a Borrower) designated by Holdings
as an Unrestricted Subsidiary pursuant to Section 5.15 subsequent to the Effective Date. 
 “USA Patriot Act” means
the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended from time to time. 

“U.S. Tax Compliance Certificate” has the meaning specified in Section 2.17(e). 

“Vehicles” means all railcars, cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by
a certificate of title law of any state and all tires and other appurtenances to any of the foregoing. 
 “Voting Stock”
means, with respect to any Person, such Person’s Equity Interests having the right to vote for the election of directors of such Person under ordinary circumstances. 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by
dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect
thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such
Indebtedness. 

  
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 “wholly-owned subsidiary” means, with respect to any Person at any date, a
subsidiary of such Person of which securities or other ownership interests representing 100% of the Equity Interests (other than (a) directors’ qualifying shares and (b) nominal shares issued to foreign nationals to the extent
required by applicable Requirements of Law) are, as of such date, owned, controlled or held by such Person or one or more wholly-owned subsidiaries of such Person or by such Person and one or more wholly-owned subsidiaries of such Person. 

“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. 
 “Withholding Agent” means
any Loan Party, the Administrative Agent and, in the case of any U.S. federal withholding tax, any other withholding agent, if applicable. 

“WME” has the meaning provided in the preamble hereto. 

SECTION 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings may be classified and
referred to by Class (e.g., a “Term Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency Term Loan”). Borrowings also may be classified and referred to by Class (e.g., a
“Term Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency Term Borrowing”). 

SECTION 1.03 Terms 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 “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
(including this Agreement and the other Loan Documents), instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any
restrictions on assignment 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, (c) 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, (d) 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 and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 

  
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 SECTION 1.04 Accounting Terms; GAAP. 

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as
otherwise specifically prescribed herein. 
 (b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with
any test contained in this Agreement, the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated on a Pro Forma Basis to give effect to all Specified Transactions that have
been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made. 

(c) Where reference is made to “Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries on a consolidated
basis” or similar language, such consolidation shall not include any Subsidiaries of Holdings other than Intermediate Holdings and the Restricted Subsidiaries. 

(d) In the event that Holdings elects to prepare its financial statements in accordance with IFRS and such election results in a change in the
method of calculation of financial covenants, standards or terms (collectively, the “Accounting Changes”) in this Agreement, Holdings and the Administrative Agent agree to enter into good faith negotiations in order to amend such
provisions of this Agreement (including the levels applicable herein to any computation of the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio) so as to reflect equitably the Accounting
Changes with the desired result that the criteria for evaluating Holdings’ financial condition shall be substantially the same after such change as if such change had not been made. Until such time as such an amendment shall have been executed
and delivered by Holdings, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed in accordance with GAAP (as determined in good faith by a
Responsible Officer of Holdings) (it being agreed that the reconciliation between GAAP and IFRS used in such determination shall be made available to Lenders) as if such change had not occurred. 

SECTION 1.05 Effectuation of Transactions. All references herein to Holdings, Intermediate Holdings, the Borrowers and their
subsidiaries shall be deemed to be references to such Persons, and all the representations and warranties of Holdings, Intermediate Holdings, the Borrowers and the other Loan Parties contained in this Agreement and the other Loan Documents shall be
deemed made, in each case, after giving effect to the Acquisition and the other Transactions to occur on the Effective Date, unless the context otherwise requires. 

  
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 SECTION 1.06 Currency Translation; Rates. 

(a) The Administrative Agent shall determine the Dollar Equivalent of any Letter of Credit denominated in a currency other than dollars as of
(i) a date on or about the date on which the applicable Issuing Bank receives a request from a Borrower for the issuance of such Letter of Credit, (ii) each subsequent date on which such Letter of Credit shall be renewed or extended or the
stated amount of such Letter of Credit shall be increased, (iii) March 31 and September 30 in each year and (iv) during the continuance of an Event of Default, as reasonably requested by the Administrative Agent, in each case
using the Exchange Rate for such currency in relation to dollars in effect on the date of determination. 
 (b) Each amount determined
pursuant to clause (a) of this Section shall be the Dollar Equivalent of the applicable Letter of Credit until the next required calculation thereof pursuant to the preceding sentence of this paragraph. The Administrative Agent shall notify the
Borrowers and the applicable Lenders of each calculation of the Dollar Equivalent of each Letter of Credit denominated in a currency other than dollars. 

(c) Wherever in this Agreement in connection with the issuance, amendment or extension of a Letter of Credit, an amount, such as a required
minimum or multiple amount, is expressed in dollars, but such Letter of Credit is denominated in euro or Sterling, such amount shall be the relevant Dollar Equivalent (rounded to the nearest unit of such currency, with 0.5 of a unit being rounded
upward). 
 (d) Notwithstanding the foregoing, for purposes of any determination under Article V, Article VI or Article VII or any
determination under any other provision of this Agreement expressly requiring the use of a current exchange rate, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than dollars shall be translated into
dollars at the Spot Rate (rounded to the nearest currency unit, with 0.5 or more of a currency unit being rounded upward); provided, however, that for purposes of determining compliance with Article VI with respect to the amount of any
Indebtedness, Investment, Disposition or Restricted Payment in a currency other than dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such
Indebtedness or Investment is incurred or Disposition or Restricted Payment made; provided, further, that, for the avoidance of doubt, the foregoing provisions of this Section 1.06 shall otherwise apply to such Sections, including
with respect to determining whether any Indebtedness or Investment may be incurred or Disposition or Restricted Payment made at any time under such Sections. For purposes of any determination of Consolidated Total Debt, amounts in currencies other
than dollars shall be translated into dollars at the currency exchange rates used in preparing the most recently delivered financial statements pursuant to Section 5.01(a) or Section 5.01(b). Each provision of this Agreement shall be
subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with Holdings’ consent (such consent not to be unreasonably withheld) to appropriately reflect a change in currency of any country and
any relevant market conventions or practices relating to such change in currency. 
 (e) The Administrative Agent does not warrant, nor
accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “LIBO Rate” or with respect to any comparable or
successor rate thereto, except as expressly provided herein. 

  
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 ARTICLE II 

THE CREDITS 
 SECTION 2.01
Commitments. Subject to the terms and conditions set forth herein, (a) each Term Lender agrees to make a Term Loan to the Borrowers on the Effective Date denominated in dollars in a principal amount not exceeding its Term Commitment and
(b) each Revolving Lender agrees to make Revolving Loans to the Borrowers denominated in dollars from time to time during the Revolving Availability Period in an aggregate principal amount which will not result in such Lender’s Revolving
Exposure exceeding such Lender’s Revolving Commitment. Each Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. 

SECTION 2.02 Loans and Borrowings. 

(a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by
the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that
the Commitments of the Lenders are several and, other than as expressly provided herein with respect to a Defaulting Lender, no Lender shall be responsible for any other Lender’s failure to make Loans as required hereby. 

(b) Subject to Section 2.14, each Revolving Loan Borrowing and Term Loan Borrowing denominated in dollars shall be comprised entirely of
ABR Loans or Eurocurrency Loans as a Borrower may request in accordance herewith; provided that all Borrowings made on the Effective Date must be made as ABR Borrowings unless such Borrower shall have given the notice required for a
Eurocurrency Borrowing under Section 2.03 and provided an indemnity letter extending the benefits of Section 2.16 to Lenders in respect of such Borrowings. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any
Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Loan in accordance with the terms of this
Agreement. 
 (c) At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided that a Eurocurrency Borrowing that results from a continuation of an outstanding Eurocurrency Borrowing may be in an aggregate amount
that is equal to such outstanding Borrowing. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Each Swingline
Loan shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at
any time be more than a total of 12 Eurocurrency Borrowings outstanding. 

  
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 (d) With respect to the Term Loan Borrowings on the Effective Date, $1,741,061,696.28 in
aggregate principal amount of such Term Loans shall be borrowed by Iris Merger Sub and $158,938,303.72 in aggregate principal amount of such Term Loans shall be borrowed by WME. Prior to the consummation of the Mergers, each such Borrower shall be
severally but not jointly liable for their respective obligations relating to such Term Loans. Following the consummation of the Mergers, the Borrowers shall be jointly and severally liable for the obligations in respect of such Term Loans. 

SECTION 2.03 Requests for Borrowings. To request a Revolving Loan Borrowing or Term Loan Borrowing, the applicable Borrower shall
notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing (or, in the case of any
Eurocurrency Borrowing to be made on the Effective Date, such shorter period of time as may be agreed to by the Administrative Agent) or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the
proposed Borrowing; provided that any such notice of an ABR Revolving Loan Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(f) may be given not later than 10:00 a.m., New York City time, on the date
of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request signed by the applicable Borrower. Each
such telephonic and written Borrowing Request shall specify the following information: 
 (i) whether the requested Borrowing is to be a
Revolving Loan Borrowing, a Term Loan Borrowing or a Borrowing of any other Class (specifying the Class thereof); 
 (ii) the aggregate
amount of such Borrowing; 
 (iii) the date of such Borrowing, which shall be a Business Day; 

(iv) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; 

(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the
definition of the term “Interest Period”; and 
 (vi) the location and number of the such Borrower’s account to which funds
are to be disbursed, which shall comply with the requirements of Section 2.06, or, in the case of any ABR Revolving Loan Borrowing or Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in
Section 2.05(f), the identity of the Issuing Bank that made such LC Disbursement; and 
 (vii) that, as of the date of such Borrowing,
the conditions set forth in Section 4.02(a) and Section 4.02(b) are satisfied. 

  
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 If no election as to the Type of Borrowing is specified as to any Borrowing, then the requested Borrowing
shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested
Borrowing. 
 SECTION 2.04 Swingline Loans. 

(a) Subject to the terms and conditions set forth herein (including Section 2.22), in reliance upon the agreements of the other Lenders
set forth in this Section 2.04, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Revolving Availability Period denominated in dollars in an aggregate principal amount at any time outstanding that
will not result in (i) subject to Section 9.04(b)(ii), the Applicable Fronting Exposure of any Swingline Lender exceeding its Revolving Commitment, (ii) the aggregate Revolving Exposures exceeding the aggregate Revolving Commitments
or (iii) the aggregate amount of Swingline Loans outstanding exceeding Swingline Sublimit; provided that the Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. 
 (b) To
request a Swingline Loan, the Borrowers shall notify the Administrative Agent and the Swingline Lender of such request (i) by telephone (confirmed in writing) or by facsimile (confirmed by telephone), not later than 10:00 a.m., New York City
time, or, if agreed by the Swingline Lender, 2:00 p.m. New York City time on the day of such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the
requested Swingline Loan and (x) if the funds are not to be credited to a general deposit account of such Borrower maintained with the Swingline Lender because such Borrower is unable to maintain a general deposit account with the Swingline
Lender under applicable Requirements of Law, the location and number of such Borrower’s account to which funds are to be disbursed, which shall comply with Section 2.06, or (y) in the case of any ABR Revolving Loan Borrowing or
Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that made such LC Disbursement. The Swingline Lender shall make each Swingline Loan available to such
Borrower by means of a credit to the general deposit accounts of such Borrower maintained with the Swingline Lender for the Swingline Loan (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in
Section 2.05(f), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. 

(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m., New York City time, on any Business
Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate.
Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice the Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender


  
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hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable
Percentage of such Swingline Loan or Swingline Loans. Each Revolving 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction
whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and
Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the
Revolving Lenders. The Administrative Agent shall notify the Borrowers of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative
Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrowers (or other Person on behalf of the Borrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of
participations therein shall be promptly remitted by the Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall
have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or the Administrative Agent, as the case may
be, and thereafter to the Borrowers, if and to the extent such payment is required to 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. 
 (d) The Borrowers may, at any time and from time to time, designate as additional Swingline Lenders one or
more Revolving Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably
satisfactory to the Administrative Agent and the Borrowers, executed by the Borrowers, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Lender shall have
all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Lender in its capacity as a lender of Swingline Loans
hereunder. 
 (e) The Borrowers may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by
providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and
(ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero.
Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it
prior to such termination, but shall not make any additional Swingline Loans. 

  
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 SECTION 2.05 Letters of Credit. 

(a) General. Subject to the terms and conditions set forth herein (including Section 2.22), each Issuing Bank agrees, in reliance
upon agreement of the Revolving Lenders set forth in this Section 2.05, to issue Letters of Credit denominated in dollars, euro or Sterling for any Borrower’s own account (or for the account of any Subsidiary so long as a Borrower and such
other Subsidiary are co-applicants in respect of such Letter of Credit), in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, which shall reflect the standard operating
procedures of such Issuing Bank, at any time and from time to time during the Revolving Availability Period and prior to the fifth Business Day prior to the Revolving Maturity Date. 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 Borrowers to, or entered into by the Borrowers with, the applicable Issuing Bank relating to any Letter of Credit, the
terms and conditions of this Agreement shall control. 
 (b) Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), a Borrower shall deliver in writing by hand delivery or facsimile (or transmit by electronic communication, if arrangements for doing so
have been approved by the recipient) to the applicable Issuing Bank and the Administrative Agent (at least five Business Days before the requested date of issuance, amendment, renewal or extension or such shorter period as the applicable Issuing
Bank and the Administrative Agent may agree) 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 applicable Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in
connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of any Letter of Credit the Borrowers shall be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) subject to Section 9.04(b)(ii), the Applicable Fronting Exposure of each Issuing Bank shall not exceed its Revolving Commitment, (ii) the
aggregate Revolving Exposures shall not exceed the aggregate Revolving Commitments and (iii) the aggregate LC Exposure shall not exceed the Letter of Credit Sublimit. No Issuing Bank shall be under any obligation to issue any Letter of Credit
if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any law applicable to such Issuing Bank any directive (whether or not having the
force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter
of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated 

  
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hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing
Bank in good faith deems material to it, (ii) except as otherwise agreed by the Administrative Agent and the such Issuing Bank, the Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of
Credit, or $500,000, in the case of a standby Letter of Credit or (iii) any Lender is at that time a Defaulting Lender, if after giving effect to Section 2.22(a)(iv), any Defaulting Lender Fronting Exposure remains outstanding, unless such
Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to such Issuing Bank with such Borrower or such Lender to eliminate such Issuing Bank’s Defaulting Lender Fronting Exposure arising
from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other LC Exposure as to which such Issuing Bank has Defaulting Lender Fronting Exposure. 

(c) Notice. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to
occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (m) of this Section. 
 (d)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension
thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Maturity Date; provided that if such expiry date is not a Business Day, such Letter of Credit shall expire at or prior
to close of business on the next succeeding Business Day; provided, however, that any Letter of Credit may, upon the request of a Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional
consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof within the time period specified in such Letter of
Credit or, if no such time period is specified, at least 30 days prior to the then-applicable expiration date, that such Letter of Credit will not be renewed. 

(e) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and
without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such
Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrowers on the date due
as provided in paragraph (f) of this Section in the currency of such LC Disbursement, or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each Revolving 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 or the
occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 

  
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 (f) Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 4:00 p.m., New York City time, on the Business Day immediately following the day that
the Borrowers receive notice of such LC Disbursement; provided that, if such LC Disbursement is not less than the Dollar Equivalent of $1,000,000, the Borrowers may, subject to the conditions to borrowing set forth herein, request in
accordance with Section 2.03 or Section 2.04 that such payment be financed with an ABR Revolving Loan Borrowing or a Swingline Loan, in each case in an equivalent amount, and, to the extent so financed, the Borrowers’ obligation to
make such payment shall be discharged and replaced by the resulting ABR Revolving Loan Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC
Disbursement, the payment then due from the Borrowers in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its
Applicable Percentage of the payment then due from the Borrowers, in dollars and in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this
paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement
(other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement. 

(g) Obligations Absolute. The Borrowers’ joint and several obligation to reimburse LC Disbursements as provided in paragraph
(f) of this Section is absolute, unconditional and irrevocable (provided that, prior to the consummation of the Mergers, Iris Merger Sub and WME shall be severally but not jointly liable for their respective portion of LC Disbursements
as provided in Section 2.02(d)), 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) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or (iv) any other event or circumstance whatsoever,
whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ obligations hereunder. None of the
Administrative Agent, the 

  
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Lenders, the Issuing Banks or any of their Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Banks; provided
that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential 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 Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms
thereof. The parties hereto expressly agree that, in the absence of gross negligence or wilful misconduct on the part of any Issuing Bank (as determined by a court of competent jurisdiction in a final, nonappealable judgment), such Issuing Bank
shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in
substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to
the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit, and any such acceptance or refusal shall be deemed not to constitute gross negligence or
wilful misconduct. 
 (h) Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all
documents purporting to represent a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly notify the Administrative Agent and the Borrowers by telephone (confirmed by hand delivery or facsimile) of such demand for payment and
whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse such Issuing Bank and the
Revolving Lenders with respect to any such LC Disbursement in accordance with paragraph (f) of this Section. 
 (i) Interim
Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, 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 in the case of an LC Disbursement denominated in dollars, ABR Revolving 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(c) shall apply. Interest accrued pursuant to this paragraph shall be paid to the
Administrative Agent, for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (f) of this Section to reimburse such Issuing Bank 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. 

  
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 (j) Cash Collateralization. If any Event of Default under clause (a), (b), (h) or
(i) of Section 7.01 shall occur and be continuing, on the Business Day on which Holdings receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with
LC Exposure representing more than 50.0% of the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name
of the Administrative Agent and for the benefit of the Lenders, an amount of cash in dollars equal to the Dollar Equivalent of the portions of the LC Exposure attributable to Letters of Credit, 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 the Borrowers described in clause (h) or (i) of Section 7.01. The Borrowers also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit
shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure
remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, the Issuing Bank or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in
an amount sufficient to cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in Permitted Investments and at the Borrowers risk and
expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC
Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing more than 50.0% of the aggregate LC Exposure of all the Revolving Lenders), be applied to satisfy other obligations of the Borrowers under this Agreement in
accordance with the terms of the Loan Documents. If the Borrowers are required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent
not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrowers are required to
provide an amount of Cash Collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers as and to the extent that, after giving effect to such return, the Borrowers
would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing. 

  
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 (k) Designation of Additional Issuing Banks. The Borrowers may, at any time and from
time to time, designate as additional Issuing Banks one or more Revolving Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as an Issuing Bank hereunder shall be evidenced by an
agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers, executed by the Borrowers, the Administrative Agent and such designated Revolving Lender and, from and after the effective date of
such agreement, (i) such Revolving Lender shall have all the rights and obligations of an Issuing Bank under this Agreement and (ii) references herein to the term “Issuing Bank” shall be deemed to include such Revolving Lender in
its capacity as an issuer of Letters of Credit hereunder. 
 (l) Termination of an Issuing Bank. The Borrowers may terminate the
appointment of any Issuing Bank as an “Issuing Bank” hereunder by providing a written notice thereof to such Issuing Bank, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of
(i) such Issuing Bank’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the LC Exposure
attributable to Letters of Credit issued by such Issuing Bank (or its Affiliates) shall have been reduced to zero. At the time any such termination shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the
terminated Issuing Bank pursuant to Section 2.12(b). Notwithstanding the effectiveness of any such termination, the terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such termination, but shall not issue any additional Letters of Credit. 

(m) Issuing Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank shall, in
addition to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in
respect of Letters of Credit issued by such Issuing Bank, including all issuances, extensions, amendments and renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) within five Business Days following the
time that such Issuing Bank issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the currency and face 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 Bank makes any LC Disbursement, the date, currency and amount of
such LC Disbursement, (iv) on any Business Day on which a Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and amount of such LC Disbursement and (v) on any
other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank. 

(n) Existing LCs. The Existing LCs will be deemed to be Letters of Credit issued under this Agreement on the Effective Date. 

  
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 SECTION 2.06 Funding of Borrowings. 

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in
the applicable currency by 2:00 p.m., New York City time, to the Applicable Account of the Administrative Agent most-recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided
in Section 2.04. The Administrative Agent will make such Loans available to the Borrowers by promptly crediting the amounts so received, in like funds, to an account of the Borrowers maintained with the Administrative Agent in New York City and
designated by the Borrowers in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f) shall be remitted by the Administrative Agent to
the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to Section 2.05(f) to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. 

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may,
in reliance on such assumption and in its sole discretion, make available to a Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender agrees to pay to the Administrative Agent an amount equal to such share on demand of the Administrative Agent. If such Lender does not pay such corresponding amount forthwith upon demand of the Administrative Agent therefor, the
Administrative Agent shall promptly notify the applicable Borrower, and the applicable Borrower agrees to pay such corresponding amount to the Administrative Agent forthwith on demand. The Administrative Agent shall also be entitled to recover from
such Lender or applicable Borrower interest on such corresponding amount, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, if such Borrowing is denominated in dollars, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation,
the rate reasonably determined by the Administrative Agent to be its cost of funding such amount, or (ii) in the case of such Borrower, the interest rate applicable to such Borrowing in accordance with Section 2.13. If such Lender pays
such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. 
 (c)
Obligations of the Lenders hereunder to make Term Loans and Revolving Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Lender
to make any Loan, to fund any such participation or to make any payment under Section 9.03(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and, other than as expressly
provided herein with respect to a Defaulting Lender, no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.03(c). 

  
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 SECTION 2.07 Interest Elections. 

(a) Each Revolving Loan Borrowing and Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request or
designated by Section 2.03 and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request or designated by Section 2.03. Thereafter, each Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. Each Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This
Section shall not apply to Swingline Loans, which may not be converted or continued. 
 (b) To make an election pursuant to this Section, the
applicable Borrower shall notify the Administrative Agent of such election by telephone by the time that a Revolving Loan Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Borrowing of the Type resulting
from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and confirmed promptly by hand delivery, facsimile or other electronic transmission to the Administrative Agent
of a written Interest Election Request signed by the applicable Borrower. 
 (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.03: 
 (i) the Borrowing to which such Interest Election Request applies
and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below
shall be specified for each resulting Borrowing); 
 (ii) the effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day; 
 (iii) whether the resulting Borrowing is to be an ABR Borrowing (solely to the extent such Borrowing is
denominated in dollars) or a Eurocurrency Borrowing; and 
 (iv) if the resulting Borrowing is to be a Eurocurrency Borrowing, the Interest
Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” 

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have
selected an Interest Period of one month’s duration. 
 (d) Promptly following receipt of an Interest Election Request in accordance
with this Section, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of such Lender’s portion of each resulting Borrowing. 

  
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 (e) If such Borrower fails to deliver a timely Interest Election Request with respect to a
Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding
any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies such Borrower, then, so long as an Event of Default is continuing (i) no
outstanding Borrowing may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing shall be converted to an ABR Borrowing. 

SECTION 2.08 Termination and Reduction of Commitments. 

(a) Unless previously terminated, (i) the Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and
(ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. 
 (b) Each Borrower may at any time terminate, or from
time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) each
Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the
aggregate Revolving Commitments. 
 (c) Each Borrower shall notify the Administrative Agent of any election to terminate or reduce the
Commitments under paragraph (b)of this Section at least one Business Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the
Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by such Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by such
Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which
case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any
Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. 

SECTION 2.09 Repayment of Loans; Evidence of Debt. 

(a) Each Borrower, jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each
Lender the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Maturity Date, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as
provided in Section 2.10 (provided that, prior to the consummation 

  
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of the Mergers, Iris Merger Sub and WME shall be severally but not jointly liable for their respective portion of Borrowing of Term Loans as provided in Section 2.02(d)) and (iii) to
the Swingline Lender the then unpaid principal amount of each Swingline Loan made by the Swingline Lender on the earlier to occur of (A) the date that is 10 Business Days after such Loan is made and (B) the Revolving Maturity Date;
provided that on each date that a Revolving Loan Borrowing in any currency is made, such Borrower shall repay all Swingline Loans in such currency that were outstanding on the date such Borrowing was requested. 

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to
such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the
Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum
received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 
 (d) The entries made
in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein, provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to pay any amounts due hereunder in accordance with the terms of this Agreement. In the event of any inconsistency
between the entries made pursuant to paragraphs (b) and (c) of this Section, the accounts maintained by the Administrative Agent pursuant to paragraph (c) of this Section shall control. 

(e) Any Lender may request through the Administrative Agent that Loans of any Class made by it be evidenced by a promissory note. In such
event, the Borrowers shall execute and deliver to such Lender a promissory note payable to such Lender or its registered assigns and in a form provided by the Administrative Agent and approved by the Borrowers. 

SECTION 2.10 Amortization of Term Loans. 

(a) Subject to adjustment pursuant to paragraph (c) of this Section 2.10, the Borrowers shall repay Term Loan Borrowings on the last
day of each March, June, September and December (commencing on September 30, 2014 in the principal amount of Term Loans equal to (i) the aggregate outstanding principal amount of Term Loans immediately after closing on the Effective Date
multiplied by (ii) 0.25%; provided that if any such date is not a Business Day, such payment shall be due on the next succeeding Business Day 

(b) To the extent not previously paid, all Term Loans shall be due and payable on the Term Maturity Date. 

  
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 (c) Any prepayment of a Term Loan Borrowing of any Class (i) pursuant to
Section 2.11(a)(i) shall be applied to reduce the subsequent scheduled and outstanding repayments of the Term Loan Borrowings of such Class to be made pursuant to this Section as directed by the Borrowers (and absent such direction in
direct order of maturity) and (ii) pursuant to Section 2.11(c) or Section 2.11(d) shall be applied to reduce the subsequent scheduled and outstanding repayments of the Term Loan Borrowings of such Class to be made pursuant to
this Section, or, except as otherwise provided in any Refinancing Amendment, pursuant to the corresponding section of such Refinancing Amendment, in direct order of maturity. 

(d) Prior to any repayment of any Term Loan Borrowings of any Class hereunder, the Borrowers shall select the Borrowing or Borrowings of
the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such election not later than 2:00 p.m., New York City time, two Business Day before the scheduled date of such
repayment. In the absence of a designation by the Borrowers as described in the preceding sentence, the Administrative Agent shall make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing
under Section 2.16. Each repayment of a Borrowing shall be applied ratably to the Loans included in the repaid Borrowing. Repayments of Term Loan Borrowings shall be accompanied by accrued interest on the amount repaid. 

SECTION 2.11 Prepayment of Loans. 

(a) (i) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium
or penalty; provided that in the event that, on or prior to the one-year anniversary of the Effective Date, the Borrowers (i) make any prepayment of Term Loans in connection with any Repricing
Transaction the primary purpose of which is to decrease the Effective Yield on such Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield
on the Term Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) a prepayment premium of 1.00% of the principal amount of the Term Loans being prepaid in connection with such
Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant
to such Repricing Transaction. 
 (ii) Notwithstanding anything in any Loan Document to the contrary, so long as no Default or Event of
Default has occurred and is continuing, a Borrower may prepay the outstanding Term Loans on the following basis: 
 (A) Each
Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower
Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Section 2.11(a)(ii); provided that (x) the Borrowers shall not make any Borrowing
of Revolving Loans to fund any Discounted Term Loan Prepayment and (y) the Borrowers shall not 

  
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initiate any action under this Section 2.11(a)(ii) in order to make a Discounted Term Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the
consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrowers on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the
date the Borrowers were notified that no Term Lender was willing to accept any prepayment of any Term Loan and/or Other Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of
Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers. 

(B) (1) Subject to the proviso to subclause (A) above, a Borrower may from time to time offer to make a Discounted
Term Loan Prepayment by providing the Auction Agent with three (3) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of
the Borrowers, to each Term Lender and/or each Lender with respect to any Class of Term Loans on an individual tranche basis,(II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount
Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be
prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such an event, each such offer will be treated as a separate offer
pursuant to the terms of this Section), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV) each such offer shall remain outstanding
through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be
completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to the relevant Term Lenders (the
“Specified Discount Prepayment Response Date”). 
 (2) Each relevant Term Lender receiving such offer shall
notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Term Loans at the Specified Discount and, if so (such accepting
Term Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Term Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount
Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the
applicable Borrower Offer of Specified Discount Prepayment. 

  
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 (3) If there is at least one Discount Prepayment Accepting Lender, the
Borrowers will make prepayment of outstanding Term Loans pursuant to this subclause (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Term Loans specified in such Term
Lender’s Specified Discount Prepayment Response given pursuant to clause (2); provided that, if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified
Discount Prepayment Amount, such prepayment shall be made pro-rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such
Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the Borrowers and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified
Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrowers of the respective Term Lenders’
responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and
the aggregate principal amount and the tranches of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the
principal amount, tranche and Type of Loans of such Term Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrowers and Term Lenders shall be
conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrowers shall be due and payable by the Borrowers on the Discounted Prepayment Effective Date in accordance with subclause
(F) below (subject to subclause (J) below). 
 (C) (1) Subject to the proviso to subclause (A) above, a
Borrower may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with three (3) Business Days’ notice in the form of a Discount Range Prepayment Notice; provided that (I) any such
solicitation shall be extended, at the sole discretion of the Borrowers, to each Term Lender and/or each Lender with respect to any Class of Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate
principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”), the tranche or tranches of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount
Range”) of the principal amount of such Term Loans with respect to each relevant tranche of Term Loans willing to be prepaid by a Borrower (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be
offered with respect to different tranches of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Discount Range Prepayment Amount shall be in an aggregate amount
not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV) each such solicitation by the Borrowers shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide
each relevant Term Lender with a copy of such Discount Range 

  
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Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding relevant Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New
York time, on the third Business Day after the date of delivery of such notice to the relevant Term Lenders (the “Discount Range Prepayment Response Date”). Each relevant Term Lender’s Discount Range Prepayment Offer shall be
irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Term Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable tranche
or tranches and the maximum aggregate principal amount and tranches of such Term Lender’s Term Loans (the “Submitted Amount”) such Term Lender is willing to have prepaid at the Submitted Discount. Any Term Lender whose Discount
Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value
within the Discount Range. 
 (2) The Auction Agent shall review all Discount Range Prepayment Offers received on or before
the applicable Discount Range Prepayment Response Date and shall determine (in consultation with the Borrowers and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans
to be prepaid at such Applicable Discount in accordance with this subclause (C). The Borrowers agree to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by Auction Agent by the Discount Range
Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par
within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate
principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Term Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that
is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following clause (3)) at the Applicable
Discount (each such Term Lender, a “Participating Lender”). 
 (3) If there is at least one
Participating Lender, the Borrowers will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate principal amount and of the tranches specified in such Term Lender’s Discount Range Prepayment Offer at the
Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the
relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro-rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation with the Borrowers and subject to
rounding 

  
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requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in
any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify (I) the Borrowers of the respective Term Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the
Applicable Discount, and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate
principal amount and tranches of Term Loans to be prepaid at the Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and tranches of such Term Lender to be prepaid at the Applicable Discount on
such date, and (z) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrowers and Term Lenders shall be conclusive
and binding for all purposes absent manifest error. The payment amount specified in such notice to the applicable Borrower shall be due and payable by such Borrower on the Discounted Prepayment Effective Date in accordance with subclause
(F) below (subject to subclause (J) below). 
 (D) (1) Subject to the proviso to subclause (A) above, the
Borrowers may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with three Business Days’ notice in the form of a Solicited Discounted Prepayment Notice; provided that any such solicitation
shall be extended, at the sole discretion of the Borrowers, to each Term Lender and/or each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate dollar
amount of the Term Loans (the “Solicited Discounted Prepayment Amount”) and the tranche or tranches of Term Loans the applicable Borrower is willing to prepay at a discount (it being understood that different Solicited Discounted
Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Solicited Discounted Prepayment Amount
shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV) each such solicitation by such Borrower shall remain outstanding through the Solicited Discounted Prepayment Response Date. The
Auction Agent will promptly provide each relevant Term Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding Term Lender to the Auction Agent (or its
delegate) by no later than 5:00 p.m., New York time on the third Business Day after the date of delivery of such notice to the relevant Term Lenders (the “Solicited Discounted Prepayment Response Date”). Each Term Lender’s
Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date, and (z) specify both a discount to par (the “Offered Discount”) at which such Term Lender is willing to
allow prepayment of its then outstanding Term Loan and the maximum aggregate principal amount and tranches of such Term Loans (the “Offered Amount”) such Term Lender is willing to have prepaid at the Offered Discount. Any Term
Lender whose Solicited Discounted Prepayment Offer is not received by the Auction Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount. 

  
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 (2) The Auction Agent shall promptly provide the Borrowers with a copy of
all Solicited Discounted Prepayment Offers received on or before the Solicited Discounted Prepayment Response Date. The Borrowers shall review all such Solicited Discounted Prepayment Offers and select the largest of the Offered Discounts specified
by the relevant responding Term Lenders in the Solicited Discounted Prepayment Offers that is acceptable to the Borrowers (the “Acceptable Discount”), if any. If the Borrowers elect to accept any Offered Discount as the Acceptable
Discount, then as soon as practicable after the determination of the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt by the Borrowers from the Auction Agent of a copy of all Solicited Discounted
Prepayment Offers pursuant to the first sentence of this clause (2) (the “Acceptance Date”), the Borrowers shall submit an Acceptance and Prepayment Notice to the Auction Agent setting forth the Acceptable Discount. If the Auction
Agent shall fail to receive an Acceptance and Prepayment Notice from the Borrowers by the Acceptance Date, the Borrowers shall be deemed to have rejected all Solicited Discounted Prepayment Offers. 

(3) Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by Auction Agent by the
Solicited Discounted Prepayment Response Date, within three (3) Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted Prepayment Determination Date”), the Auction Agent will determine
(in consultation with the Borrowers and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the aggregate principal amount and the tranches of Term Loans (the “Acceptable Prepayment
Amount”) to be prepaid by the Borrowers at the Acceptable Discount in accordance with this subclause (D). If the Borrowers elect to accept any Acceptable Discount, then the Borrowers agree to accept all Solicited Discounted
Prepayment Offers received by Auction Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Term Lender that has
submitted a Solicited Discounted Prepayment Offer with an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Offered Amount (subject to any
required pro-rata reduction pursuant to the following sentence) at the Acceptable Discount (each such Term Lender, a “Qualifying Lender”). The Borrowers will prepay outstanding Term
Loans pursuant to this subclause (D) to each Qualifying Lender in the aggregate principal amount and of the tranches specified in such Term Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that if
the aggregate Offered Amount by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited Discounted Prepayment Amount, prepayment of the principal amount of the Term Loans for those
Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall be made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount
of each such Identified Qualifying Lender and the Auction Agent (in consultation with the Borrowers and subject to rounding requirements of 

  
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the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Solicited Discount Proration”). On or prior to the Discounted Prepayment
Determination Date, the Auction Agent shall promptly notify (I) the Borrowers of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment and the tranches to be prepaid,
(II) each Term Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Term Loans and the tranches to be prepaid to be prepaid at the Applicable Discount on such date,
(III) each Qualifying Lender of the aggregate principal amount and the tranches of such Term Lender to be prepaid at the Acceptable Discount on such date, and (IV) if applicable, each Identified Qualifying Lender of the Solicited Discount
Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to such Borrower and Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice
to such Borrower shall be due and payable by such Borrower on the Discounted Prepayment Effective Date in accordance with subclause (F) below (subject to subclause (J) below). 

(E) In connection with any Discounted Term Loan Prepayment, the Borrowers and the Term Lenders acknowledge and agree that the
Auction Agent may require as a condition to any Discounted Term Loan Prepayment, the payment of customary fees and expenses from the Borrowers in connection therewith. 

(F) If any Term Loan is prepaid in accordance with subclauses (B) through (D) above, such Borrower shall prepay such Term
Loans on the Discounted Prepayment Effective Date. Such Borrower shall make such prepayment to the Auction Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, at the
Administrative Agent’s Office in immediately available funds not later than 11:00 a.m., New York City time, on the Discounted Prepayment Effective Date and all such prepayments shall be applied to the remaining principal installments of the
relevant tranche of Term Loans on a pro rata basis across such installments. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment
Effective Date. Each prepayment of the outstanding Term Loans pursuant to this Section 2.11(a)(ii) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable. The aggregate principal
amount of the tranches and installments of the relevant Term Loans outstanding shall be deemed reduced by the full par value of the aggregate principal amount of the tranches of Term Loans prepaid on the Discounted Prepayment Effective Date in any
Discounted Term Loan Prepayment. 
 (G) To the extent not expressly provided for herein, each Discounted Term Loan Prepayment
shall be consummated pursuant to procedures consistent with the provisions in this Section 2.11(a)(ii), established by the Auction Agent acting in its reasonable discretion, and as reasonably agreed by the applicable Borrower or Borrowers. 


  
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 (H) Notwithstanding anything in any Loan Document to the contrary, for
purposes of this Section 2.11(a)(ii), each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon Auction Agent’s (or its delegate’s)
actual receipt during normal business hours of such notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the
next Business Day. 
 (I) Each of the Borrowers and the Term Lenders acknowledges and agrees that the Auction Agent may
perform any and all of its duties under this Section 2.11(a)(ii) by itself or through any Affiliate of the Auction Agent and expressly consents to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such
delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any Discounted Term Loan Prepayment provided for in this
Section 2.11(a)(ii) as well as activities of the Auction Agent. 
 (J) The Borrowers shall have the right, by written
notice to the Auction Agent, to revoke in full (but not in part) its offer to make a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice or Solicited Discounted Prepayment
Notice therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date (and if such offer is revoked pursuant to this subclause (J), any failure by the Borrowers to make any prepayment to a Term
Lender, as applicable, pursuant to this Section 2.11(a)(ii) shall not constitute a Default or Event of Default under Section 7.01 or otherwise). 

(b) In the event and on each occasion that the aggregate Revolving Exposures exceed the aggregate Revolving Commitments (including as a result
of a determination with respect to the Dollar Equivalent of any Letter of Credit made by the Administrative Agent pursuant to Section 1.06), the Borrowers shall prepay Revolving Loan Borrowings or Swingline Loans (or, if no such Borrowings are
outstanding, deposit Cash Collateral in an account with the Administrative Agent pursuant to Section 2.05(j)) in an aggregate amount necessary to eliminate such excess. 

(c) In the event and on each occasion that any Net Proceeds are received by or on behalf of Holdings, Intermediate Holdings, any Borrower or
any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrowers shall, within three Business Days after such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (b) of the definition of the
term “Prepayment Event”, on the date of such Prepayment Event, and, in the case of a Prepayment Event described in clause of the definition of the term “Prepayment Event”, within five Business Days of the date of such Prepayment
Event), prepay Term Loan Borrowings in an aggregate amount equal to 100% of the amount of such Net Proceeds; provided that, in the case of any event described in clause (a) of the definition of the term “Prepayment Event”, if
Holdings and its Restricted Subsidiaries invest (or commit to invest) the Net Proceeds from such event (or a portion thereof) within 12 months after receipt of such Net Proceeds in the business of Holdings and the other Subsidiaries (including any
acquisitions permitted under Section 6.04), then no prepayment shall be required pursuant to this paragraph in respect of such Net Proceeds in 

  
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respect of such event (or the applicable portion of such Net Proceeds, if applicable) except to the extent of any such Net Proceeds therefrom that have not been so invested (or committed to be
invested) by the end of such 12-month period (or if committed to be so invested within such 12- month period, have not been so invested within 18 months after
receipt thereof, at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so invested (or committed to be invested); provided, further, that the Borrowers may use a portion of such Net
Proceeds to prepay or repurchase any other Indebtedness that is secured by the Collateral on a pari passu basis with the Borrowings to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation
governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction,
the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness. 

(d) Following the end of each fiscal year of Holdings, commencing with the fiscal year ending December 31, 2015, the Borrowers shall prepay
Term Loan Borrowings in an aggregate amount equal to the ECF Percentage of Excess Cash Flow for such fiscal year; provided that such amount shall be reduced by the aggregate amount of prepayments of (i) Term Loans (and, to the extent the
Revolving Commitments are reduced in a corresponding amount pursuant to Section 2.08, Revolving Loans) made pursuant to Section 2.11(a) during such fiscal year or after such fiscal year and prior to the time such prepayment is due as
provided below (provided that such reduction as a result of prepayments pursuant to clause (ii) thereof shall (x) be limited to the actual amount of such cash prepayment and (y) only be applicable if the applicable prepayment
offer was made to all Lenders) and (ii) other Consolidated First Lien Debt (provided that in the case of the prepayment of any revolving commitments, there is a corresponding reduction in commitments) (excluding all such prepayments
funded with the proceeds of other Indebtedness, the issuance of Equity Interests or receipt of capital contributions or the proceeds of any sale or other disposition of assets outside the ordinary course of business). Each prepayment pursuant to
this paragraph shall be made on or before the date that is five days after the date on which financial statements are required to be delivered pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being
calculated. 
 (e) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrowers shall select the Borrowing or
Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (f) of this Section. In the event of any mandatory prepayment of Term Loan Borrowings made at a time when Term Loan Borrowings of
more than one Class remain outstanding, the Borrowers shall select Term Loan Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated between Term Loan Borrowings (and, to the extent provided in the Refinancing
Amendment for any Class of Other Term Loans, the Borrowings of such Class) pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class; provided that any Term Lender (and, to the extent provided in the
Refinancing Amendment for any Class of Other Term Loans, any Lender that holds Other Term Loans of such Class) may elect, by notice to the Administrative Agent by telephone (confirmed by facsimile) at least one Business Day prior to the
prepayment date, to decline all or any portion of any prepayment of its Term Loans or Other Term Loans of any such Class 

  
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pursuant to this Section (other than an optional prepayment pursuant to paragraph (a)(i) of this Section or a mandatory prepayment as a result of the Prepayment Event set forth in clause
(b) of the definition thereof, which may not be declined), in which case the aggregate amount of the prepayment that would have been applied to prepay Term Loans or Other Term Loans of any such Class but was so declined shall be retained
by Intermediate Holdings, the Borrowers and the Restricted Subsidiaries (such amounts, “Retained Declined Proceeds”). An amount equal to Retained Declined Proceeds may, to the extent permitted hereunder, be applied by the Borrowers
to prepay the loans under Second Lien Credit Agreement to the extent then outstanding and/or (at the Borrowers election) Permitted Second Priority Refinancing Debt. Optional prepayments of Term Loan Borrowings shall be allocated among the Classes of
Term Loan Borrowings as directed by the Borrowers. In the absence of a designation by the Borrowers as described in the preceding provisions of this paragraph of the Type of Borrowing of any Class, the Administrative Agent shall make such
designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.16. 
 (f) The
Borrowers shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder in the case of prepayment of a Eurocurrency Borrowing, not
later than 11:00 a.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment.
Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of
such prepayment; provided that a notice of optional prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the
occurrence of some other identifiable event or condition, in which case such notice of prepayment may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not
satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an
amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be
applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. At the Borrowers’ election in connection with any prepayment pursuant to this
Section 2.11, such prepayment shall not be applied to any Term Loan or Revolving Loan of a Defaulting Lender and shall be allocated ratably among the relevant non-Defaulting Lenders. 

(g) Notwithstanding any other provisions of Section 2.11(c) or Section 2.11(d), (A) to the extent that any of or all the Net Proceeds
of any Prepayment Event set forth in clause (a) of the definition thereof by a Foreign Subsidiary giving rise to a prepayment pursuant to Section 2.11(c) or Section 2.11(d) (a “Foreign Prepayment Event”) or
Excess Cash Flow are prohibited or delayed by any Requirement of Law from being repatriated to a Borrower, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided
in Section 2.11(c) or Section 2.11(d), as the case may be, and such amounts 

  
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may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable Requirement of Law will not permit repatriation to a Borrower (the Borrowers hereby agreeing to
cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable Requirement of Law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is
permitted under the applicable Requirement of Law, such repatriation will be promptly effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly (and in any event not later than three Business Days after such repatriation)
applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to Section 2.11(c) or Section 2.11(d), as applicable, and (B) to the extent that and for so long as Holdings
has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Prepayment Event or Excess Cash Flow would have a material adverse tax consequence (taking into account any foreign tax credit or benefit actually
realized in connection with such repatriation) with respect to such Net Proceeds or Excess Cash Flow, the Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in
Section 2.11(c) or Section 2.11(d), as the case may be, and such amounts may be retained by the applicable Foreign Subsidiary; provided that when Holdings determines in good faith that repatriation of any of or all the Net Proceeds
of any Foreign Prepayment Event or Excess Cash Flow would no longer have a material adverse tax consequence (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net
Proceeds or Excess Cash Flow, such Net Proceeds or Excess Cash Flow shall be promptly (and in any event not later than three Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to
the repayment of the Term Loans pursuant to Section 2.11(c) or Section 2.11(d), as applicable. 
 SECTION 2.12 Fees.

 (a) Each Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee, which
shall accrue at the rate of 0.50% per annum (or 0.375% per annum if, at any time following delivery of the consolidated financial statements pursuant to Section 5.01(a) or Section 5.01(b) as of and for the fiscal quarter ended September
30, 2014, the First Lien Leverage Ratio is less than or equal to 4.00:1.0) on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the
Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate,
commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last
day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be
disregarded for such purpose). 

  
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 (b) Each Borrower agrees to pay (i) to the Administrative Agent in dollars for the
account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency
Revolving Loans on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on
which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in dollars a fronting fee, which shall accrue at the rate of 0.125% per annum on the
average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but
excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of
any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such
last day, commencing on the first such date to occur after the Effective Date, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the
Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of
a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 
 (c)
The Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrowers and the Administrative Agent. 

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing
Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances. 

(e) Notwithstanding the foregoing, and subject to Section 2.22, no Borrower shall be obligated to pay any amounts to any Defaulting Lender
pursuant to this Section 2.12. 
 SECTION 2.13 Interest. 

(a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable
Rate. 
 (b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect
for such Borrowing plus the Applicable Rate. 
 (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or
other amount payable by the Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the
case of overdue principal of any Loan, 2.00% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.00% per annum plus the rate


  
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applicable to Term Loans that are ABR Loans as provided in paragraph (a) of this Section; provided that no amount shall be payable pursuant to this Section 2.13(c) to a
Defaulting Lender so long as such Lender shall be a Defaulting Lender; provided, further, that no amounts shall accrue pursuant to this Section 2.13(c) on any overdue amount, reimbursement obligation in respect of any LC
Disbursement or other amount payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. 
 (d) Accrued interest on
each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments, provided that (i) interest accrued pursuant to paragraph (c) of
this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period), accrued interest on the principal
amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan
shall be payable on the effective date of such conversion. 
 (e) All computations of interest for ABR Loans (including ABR Loans determined
by reference to the Adjusted LIBO Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a
360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall
accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is
made shall, subject to Section 2.18, bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 

SECTION 2.14 Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest
Period for a Eurocurrency Borrowing: 
 (a) the Administrative Agent determines (which determination shall be conclusive absent manifest
error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or 
 (b) the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such
Interest Period (in each case with respect to the Loans impacted by this clause (b) or clause (a) above, “Impacted Loans”), 

(c) the Administrative Agent shall give notice thereof to the Borrowers and the Lenders by telephone or facsimile as promptly as practicable
thereafter and, until the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and (ii)(x) if any 

  
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Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing and the utilization of the LIBO Rate component in determining the Alternate Base Rate
shall be suspended and (y) if any Borrowing Request requests a Eurocurrency Borrowing denominated in euro, then such Borrowing shall be made as a Eurocurrency Borrowing with the rate thereof determined in accordance with the definition of
“LIBO Rate”; provided, however, that, in each case, the Borrowers may revoke any Borrowing Request that is pending when such notice is received. 

(d) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this
Section 2.14 and/or is advised by the Required Lenders of their determination in accordance with clause (b) of this Section 2.14 and the Borrowers shall so request, the Administrative Agent, the Required Lenders and the Borrowers
shall negotiate in good faith to amend the definition of “LIBO Rate” and other applicable provisions to preserve the original intent thereof in light of such change; provided that, until so amended, such Impacted Loans will be
handled as otherwise provided pursuant to the terms of this Section 2.14. 
 SECTION 2.15 Increased Costs.

 (a) If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender or any Issuing Bank (except any such reserve requirement reflected in the Adjusted LIBO Rate); or 

(ii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than with respect to
Taxes) affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein; or 
 (iii)
subject any Lender to any Taxes on its Loans, letters of credit, Commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; 

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or issue any Letter of Credit) or to reduce
the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), then, from time to time upon request of such Lender or Issuing Bank, the Borrowers will pay to such Lender or
Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such increased costs actually incurred or reduction actually suffered, provided that to the extent any
such costs or reductions are incurred by any Lender as a result of any requests, rules, guidelines or directives enacted or promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Basel III after the Effective
Date, then such Lender shall be compensated pursuant to this Section 2.15(a) only to the extent such Lender is imposing such charges on similarly situated borrowers under the other syndicated credit facilities that such Lender is a lender
under. Notwithstanding the foregoing, this paragraph (a) will not apply to (A) Indemnified Taxes or Other Taxes or (B) Excluded Taxes. 

  
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 (b) If any Lender or Issuing Bank determines that any Change in Law regarding capital
requirements has the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans
made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s
holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital
adequacy), then, from time to time upon request of such Lender or Issuing Bank, the Borrowers will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such
Lender’s or Issuing Bank’s holding company for any such reduction actually suffered. 
 (c) A certificate of a Lender or an Issuing
Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company in reasonable detail, as the case may be, as specified in paragraph (a) or (b) of this Section delivered to the Borrowers shall
be conclusive absent manifest error. The Borrowers shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 15 days after receipt thereof. 

(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of
such Lender’s or Issuing Bank’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs incurred or reductions
suffered more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s
intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be
extended to include the period of retroactive effect thereof. 
 SECTION 2.16 Break Funding Payments. In the event of
(a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan or Term Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.11(f) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrowers pursuant to
Section 2.19 or Section 9.02(c), then, in any such event, the Borrowers shall, after receipt of a written request by any Lender affected by any such event (which request 

  
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shall set forth in reasonable detail the basis for requesting such amount), compensate each Lender for the actual loss, cost and expense attributable to such event. For purposes of calculating
amounts payable by the Borrowers to the Lenders under this Section 2.16, each Lender shall be deemed to have funded each Eurocurrency Loan made by it at the Adjusted LIBO Rate for such Loan by a matching deposit or other borrowing for a
comparable amount and for a comparable period, whether or not such Eurocurrency Loan was in fact so funded. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section delivered to
the Borrowers shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 15 days after receipt of such demand. Notwithstanding the foregoing, this Section 2.16 will not
apply to losses, costs or expenses resulting from Taxes, as to which Section 2.17 shall govern. 
 SECTION 2.17 Taxes. 

(a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and
without deduction for any Taxes, provided that if the applicable Withholding Agent shall be required by applicable Requirements of Law to deduct any Taxes from such payments, then (i) the applicable Withholding Agent shall make such
deductions, (ii) the applicable Withholding Agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law and (iii) if the Tax in question is an Indemnified Tax or
Other Tax, the amount payable by the applicable Loan Party shall be increased as necessary so that after all required deductions have been made (including deductions applicable to additional amounts payable under this Section 2.17) the Lender
(or, in the case of a payment received by the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deductions been made. 

(b) Without limiting the provisions of paragraph (a) above, the Borrowers shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with Requirements of Law. 
 (c) The Borrowers shall indemnify the Administrative Agent and each Lender, within 30
days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Administrative Agent or such Lender, as the case may be, and any Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section 2.17) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrowers by a Lender or by the Administrative Agent on its own behalf or on behalf of a
Lender, shall be conclusive absent manifest error. 
 (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a
Loan Party to a Governmental Authority pursuant to Section 3.01, the Borrowers shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the
return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

  
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 (e) Each Lender shall deliver to the Borrowers and the Administrative Agent at the time or
times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Requirements of Law and such other documentation reasonably requested by the Borrowers or the
Administrative Agent (i) as will permit such payments to be made without, or at a reduced rate of, withholding or (ii) as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to
withholding or information reporting requirements. Each Lender shall, whenever a lapse or time or change in circumstances renders such documentation obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrowers and the
Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrowers or the Administrative Agent) or promptly notify the Borrowers and the Administrative Agent in writing of its legal
ineligibility to do so. 
 Without limiting the foregoing: 

(1) Each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall
deliver to the Borrowers and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrowers or the Administrative Agent) two properly completed and
duly signed original copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding. 

(2) Each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code shall
deliver to the Borrowers and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrowers or the Administrative Agent) whichever of the following is
applicable: 
 (A) two properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, 

(B) two properly completed and duly signed original copies of Internal Revenue Service Form
W-8ECI (or any successor forms), 
 (C) in the case of a Lender claiming the benefits
of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (x) two properly completed and duly signed certificates substantially in the form of Exhibit
P-1, P-2, P-3 and P-4, as applicable, (any such certificate, a
“U.S. Tax Compliance Certificate”) and (y) two properly completed and duly signed original copies of Internal Revenue Service Form W- 8BEN (or any successor forms),


  
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 (D) to the extent a Lender is not the beneficial owner (for example, where
the Lender is a partnership or a participating Lender), two properly completed and duly signed original copies of Internal Revenue Service Form W-8IMY (or any successor forms) of the Lender, accompanied by a
Form W-8ECI, W-8BEN, U.S. Tax Compliance Certificate, Form W-9, Form W-8IMY or any other
required information (or any successor forms) from each beneficial owner that would be required under this Section 2.17(e) if such beneficial owner were a Lender, as applicable (provided that, if the Lender is a partnership for U.S.
federal income tax purposes (and not a participating Lender) and one or more direct or indirect partners are claiming the portfolio interest exemption, the U.S. Tax Compliance Certificate may be provided by such Lender on behalf of such direct or
indirect partner(s)), or 
 (E) two properly completed and duly signed original copies of any other form prescribed by
applicable U.S. federal income tax laws as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding tax on any payments to such Lender under the Loan Documents, together with such supplementary documentation as may
be prescribed by applicable law to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made. 

(3) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if
such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrowers and the Administrative Agent
at the time or times prescribed by law and at such time or times reasonably requested by Holdings or any Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i)
of the Code) and such additional documentation reasonably requested by Holdings or a Borrower or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA , to determine
whether such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (3), “FATCA” shall include
any amendments made to FATCA after the date hereof. 
 Notwithstanding any other provisions of this paragraph (e), a Lender shall not be required to deliver
any form or other documentation that such Lender is not legally eligible to deliver. 
 (f) If Holdings or a Borrower determines in good
faith that a reasonable basis exists for contesting any Taxes for which indemnification has been demanded hereunder, the Administrative Agent or the relevant Lender, as applicable, shall use commercially reasonable efforts to cooperate with Holdings
or such Borrower in a reasonable challenge of such Taxes if so requested by Holdings or a Borrower; provided that (a) the Administrative Agent or such Lender determines in its reasonable discretion that it would not be subject to any
unreimbursed third party cost or expense or otherwise be prejudiced by cooperating in such challenge, (b) the Borrowers pay all 

  
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related expenses of the Administrative Agent or such Lender, as applicable and (c) the Borrowers indemnify the Administrative Agent or such Lender, as applicable, for any liabilities or
other costs incurred by such party in connection with such challenge. The Administrative Agent or a Lender shall claim any refund that it determines is reasonably available to it, unless it concludes in its reasonable discretion that it would be
adversely affected by making such a claim. If the Administrative Agent or a Lender receives a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional
amounts pursuant to this Section 2.17, it shall pay over such refund to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section with respect to the Indemnified Taxes or
Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender and without interest (other than
any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrowers, upon the request of the Administrative Agent or such Lender, agrees promptly to repay the amount paid over to the Borrowers
(plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental
Authority. The Administrative Agent or such Lender, as the case may be, shall, at the Borrower’s request, provide the Borrowers with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the
relevant taxing authority (provided that the Administrative Agent or such Lender may delete any information therein that the Administrative Agent or such Lender deems confidential). Notwithstanding anything to the contrary, this
Section 2.17(f) shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to Taxes which it deems confidential to any Loan Party or any other Person). 

(g) The agreements in this Section 2.17 shall survive the termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder. 
 (h) For purposes of this Section 2.17, the term “Lender” shall include any Issuing Bank and the
Swingline Lender. 
 SECTION 2.18 Payments Generally; Pro Rata Treatment; Sharing of Setoffs. 

(a) Each Borrower shall make each payment required to be made by it under any Loan Document (whether of principal, interest, fees, or
reimbursement of LC Disbursement or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required,
prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have
been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to such account as may be specified by the Administrative Agent, except payments to be made directly to any Issuing Bank
or Swingline Lender shall be made as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made
to the Persons specified therein. The Administrative Agent shall distribute any such payments received 

  
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by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment (other than payments on the Eurocurrency Loans) under any Loan Document
shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case
of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate for the period of such extension. All payments or prepayments of any Loan shall be made in the currency in which such
Loan is denominated, all reimbursements of any LC Disbursements shall be made in dollars, all payments of accrued interest payable on a Loan or LC Disbursement shall be made in dollars, and all other payments under each Loan Document shall be made
in dollars. 
 (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of
principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal
and unreimbursed LC Disbursements then due to such parties. 
 (c) If any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of its Loans of a given Class or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans of such Class or participations in LC Disbursements or Swingline Loans and accrued interest thereon than the proportion received by any other Lender with outstanding Loans of the same Class or participations
in LC Disbursements or Swingline Loans, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of such Class or participations in LC Disbursements of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans of such Class or participations in LC
Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of
such recovery, without interest and (ii) the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the
application of funds arising from existence of a Defaulting Lender), (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or
participant or (C) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase
in the Applicable Rate in respect of Loans of Lenders that have consented to any such extension. The Borrowers consent to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the Borrowers rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrowers in the amount of such
participation. 

  
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 (d) Unless the Administrative Agent shall have received notice from the Borrowers prior to
the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such
payment on such date in accordance herewith and may, in reliance upon such assumption and in its sole discretion, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrowers have not in fact
made such payment, then each of the Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day
from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation. 
 (e) If any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.04(c), Section 2.05(e) or Section 2.05(f), Section 2.06(a) or Section 2.06(b), Section 2.18(d) or Section 9.03(c), then the Administrative Agent may, in its discretion and in the order determined by the
Administrative Agent (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Section until all such
unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as Cash Collateral for, and to be applied to, any future funding obligations of such Lender under any such Section. 

SECTION 2.19 Mitigation Obligations; Replacement of Lenders. 

(a) If any Lender requests compensation under Section 2.15, or if any Borrower is required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section 2.17 or any event that gives rise to the operation of Section 2.23, then such Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such
Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or Section 2.17 or mitigate the applicability of Section 2.23, as the case may be, and (ii) would
not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous in any material economic, legal or regulatory
respect to, such Lender. 
 (b) If (i) any Lender requests compensation under Section 2.15 or gives notice under Section 2.23,
(ii) the Borrowers are required to pay any additional amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting Lender, then the Borrowers may, at
their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section


  
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9.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment and delegation), provided that (A) the Borrowers shall have received the prior written consent of the Administrative Agent to the extent such consent would be required under
Section 9.04(b) for an assignment of Loans or Commitments, as applicable (and if a Revolving Commitment is being assigned and delegated, each Principal Issuing Bank and each Swingline Lender), which consents, in each case, shall not
unreasonably be withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and unreimbursed participations in LC Disbursements and Swingline Loans, accrued but unpaid interest
thereon, accrued but unpaid fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts), (C) the Borrowers or
such assignee shall have paid (unless waived) to the Administrative Agent the processing and recordation fee specified in Section 9.04(b)(ii) and (D) in the case of any such assignment resulting from a claim for compensation under
Section 2.15, payments required to be made pursuant to Section 2.17 or a notice given under Section 2.23, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any
such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Borrowers to require
such assignment and delegation cease to apply. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrowers, the Administrative Agent and the
assignee and that the Lender required to make such assignment need not be a party thereto. 
 SECTION 2.20 Incremental Loans
and Commitments. 
 (a) The Borrowers may at any time or from time to time after the Effective Date, by written notice delivered
to the Administrative Agent request (i) one or more additional Classes of term loans or additional term loans of the same Class of any existing Class of term loans (the “Incremental Term Loans”), (ii) one or more
increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) or (iii) one or more additional Classes of revolving credit commitments
(the “Additional/Replacement Revolving Commitments,” and, together with the Incremental Term Loans and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that, both at the
time of any such request and after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement
Revolving Commitment is made or effected, no Event of Default (except, in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this
Agreement, no Event of Default under clause (a), (b), (h) or (i) of Section 7.01) shall have occurred and be continuing unless, in connection with a Permitted Acquisition or another Investment not prohibited by the terms of this Agreement,
customary “Sungard” or “certain funds” conditionality is otherwise agreed to by the Lenders providing such Incremental Facilities. Notwithstanding anything to contrary herein, the aggregate principal amount of the Incremental
Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum 

  
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principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrowers and the Administrative Agent
otherwise agree); provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. 

(b) (i) The Incremental Term Loans (i) shall rank equal in right of payment with the Term Loans, shall be secured only by the
Collateral securing the Obligations and shall only be guaranteed by the Loan Parties, (ii) shall not mature earlier than the Term Maturity Date, (iii) shall not have a shorter Weighted Average Life to Maturity than the remaining Term
Loans, (iv) shall have a maturity date (subject to clause (ii)), an amortization schedule (subject to clause (iii)), and interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts,
original issue discounts and prepayment terms and premiums for the Incremental Term Loans as determined by the Borrowers and the lenders of the Incremental Term Loans; provided that, in the event that the Effective Yield for any Incremental
Term Loans is greater than the Effective Yield for the Term Loans by more than 0.50% per annum, then the Effective Yield for the Term Loans shall be increased to the extent necessary so that the Effective Yield for the Term Loans are equal to the
Effective Yield for the Incremental Term Loans minus 0.50% per annum (provided that the “LIBOR floor” applicable to the outstanding Term Loans shall be increased to an amount not to exceed the “LIBOR floor”
applicable to such Incremental Term Loans prior to any increase in the Applicable Rate applicable to such Term Loans then outstanding); and (v) may otherwise have terms and conditions different from those of the Term Loans (including currency
denomination); provided that (x) except with respect to matters contemplated by clauses (ii), (iii) and (iv) above, any differences shall be reasonably satisfactory to the Administrative Agent (except for covenants and other
provisions applicable only to the periods after the Latest Maturity Date) and (y) the documentation governing any Incremental Term Loans may include a financial maintenance covenant, it being understood that, to the extent that any financial
maintenance covenant is added for the benefit of any Incremental Term Loan, no consent shall be required from the Administrative Agent or any of the Term Lenders to the extent that such financial maintenance covenant is (1) also added for the
benefit of any existing Term Loans or (2) only applicable after the Latest Maturity Date. 
 (ii) The Incremental Revolving Commitment
Increase shall be treated the same as the Class of Revolving Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of Revolving Credit Facility being increased (it
being understood that, if required to consummate an Incremental Revolving Commitment Increase, the pricing, interest rate margins, rate floors and undrawn commitment fees on the Class of Revolving Commitments being increased may be increased
and additional upfront or similar fees may be payable to the lenders providing the Incremental Revolving Commitment Increase (without any requirement to pay such fees to any existing Revolving Lenders)). 

(iii) The Additional/Replacement Revolving Commitments (i) shall rank equal in right of payment with the Revolving Loans, shall be secured
only by the Collateral securing the Obligations and shall only be guaranteed by the Loan Parties, (ii) shall not mature earlier than the Revolving Maturity Date and shall require no mandatory commitment reduction prior to the Revolving Maturity
Date, (iii) shall have interest rates (including through fixed interest rates), 

  
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interest margins, rate floors, upfront fees, undrawn commitment fees, funding discounts, original issue discounts, prepayment terms and premiums and commitment reduction and termination terms as
determined by the Borrowers and the lenders of such commitments, (iv) shall contain borrowing, repayment and termination of Commitment procedures as determined by the Borrowers and the lenders of such commitments, (v) may include
provisions relating to letters of credit, as applicable, issued thereunder, which issuances shall be on terms substantially similar (except for the overall size of such subfacilities, the fees payable in connection therewith and the identity of the
letter of credit issuer, as applicable, which shall be determined by the Borrowers, the lenders of such commitments and the applicable letter of credit issuers and borrowing, repayment and termination of commitment procedures with respect thereto,
in each case which shall be specified in the applicable Incremental Facility Amendment) to the terms relating to the Letters of Credit with respect to the applicable Class of Revolving Commitments or otherwise reasonably acceptable to the
Administrative Agent and (vi) may otherwise have terms and conditions different from those of the Revolving Credit Facility (including currency denomination); provided that (x) except with respect to matters contemplated by clauses
(ii), (iii), (iv) and (v) above, any differences shall be reasonably satisfactory to the Administrative Agent (except for covenants and other provisions applicable only to the periods after the Latest Maturity Date) and (y) the
documentation governing any Additional/Replacement Revolving Commitments may include financial maintenance covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such
financial maintenance covenant for the benefit of each facility (provided, further, however, that, if the applicable new financial maintenance covenant is a “springing” financial maintenance covenant for the benefit of
such revolving credit facility or covenant only applicable to, or for the benefit of, a revolving credit facility, such financial maintenance covenant shall be automatically included in this Agreement only for the benefit of each revolving credit
facility hereunder (and not for the benefit of any term loan facility hereunder)). 
 (c) Each notice from Holdings or the Borrowers pursuant
to this Section 2.20 shall be given in writing and shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans, Incremental Revolving Commitment Increases or Additional/Replacement Revolving Commitments. 

(d) Commitments in respect of Incremental Term Loans, Incremental Revolving Commitment Increases and Additional/Replacement Revolving
Commitments shall become Commitments (or in the case of an Incremental Revolving Commitment Increase to be provided by an existing Lender with a Revolving Commitment, an increase in such Lender’s applicable Revolving Commitment) under this
Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrowers, each Lender agreeing to provide such
Commitment, if any, each Additional Lender, if any, and the Administrative Agent. Incremental Term Loans and loans under Incremental Revolving Commitment Increases and Additional/Replacement Revolving Commitments shall be a “Loan” for all
purposes of this Agreement and the other Loan Documents. The Incremental Facility Amendment may, subject to Section 2.14(c), without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may
be necessary, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20 (including, in connection with an Incremental Revolving 

  
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Commitment Increase, to reallocate Revolving Exposure on a pro rata basis among the relevant Revolving Lenders). The effectiveness of any Incremental Facility Amendment and the occurrence of any
credit event (including the making (but not the conversion or continuation) of a Loan and the issuance, increase in the amount, or extension of a Letter of Credit thereunder) pursuant to such Incremental Facility Amendment shall be subject to the
satisfaction of such conditions as the parties thereto shall agree. The Borrowers will use the proceeds of the Incremental Term Loans, Incremental Revolving Commitment Increases and Additional/Replacement Revolving Commitments for any purpose not
prohibited by this Agreement. 
 (e) Notwithstanding anything to the contrary, this Section 2.20 shall supersede any provisions in
Section 2.18 or Section 9.02 to the contrary. 
 SECTION 2.21 Refinancing Amendments. 

(a) At any time after the Effective Date, the Borrowers may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing
Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any
portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of
(x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing
Indebtedness (i) will have such pricing and optional prepayment terms as may be agreed by the Borrowers and the Lenders thereof, (ii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date
that is not prior to the maturity date of Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity
date of the Term Loans being refinanced, and (iii) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction
of Revolving Commitments being so refinanced, as the case may be; provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or
other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is
issued, incurred or obtained. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans or
$10,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrowers, or the provision to the
Borrowers of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments. The
Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this


  
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Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto
(including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any
other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section. In addition,
if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to
Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving
Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. 

(b) Notwithstanding anything to the contrary, this Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02
to the contrary. 
 SECTION 2.22 Defaulting Lenders. 

(a) General. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then,
until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: 
 (i) Waivers and
Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 9.02. 

(ii) Reallocation of Payments. Subject to the last sentence of Section 2.11(e), any payment of principal, interest, fees or other
amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that
Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent
hereunder; second, in the case of a Revolving Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to each Issuing Bank and the Swingline Lender hereunder; third, as the Borrowers may request (so long as no
Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fourth, in the case of a
Revolving Lender, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to
fund Loans under this Agreement; fifth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, such Issuing Bank or the
Swingline Lender against that 

  
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Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; sixth, so long as no Default or Event of Default exists, to the payment of any
amounts owing to a Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and
seventh, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Loans or LC Disbursements and such Lender is a Defaulting Lender under clause
(a) of the definition thereof, such payment shall be applied solely to pay the relevant Loans of, and LC Disbursements owed to, the relevant non-Defaulting Lenders on a pro rata basis prior to being
applied pursuant to Section 2.05(j). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to
Section 2.05(j) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. 
 (iii)
Certain Fees. That Defaulting Lender (x) shall not be entitled to receive or accrue any commitment fee pursuant to Section 2.12(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be
required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.12(b). 

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which
there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Swingline Loans and Letters of Credit pursuant
to Section 2.04 and Section 2.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender;
provided that the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if
any, of (1) the Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate principal amount of the Revolving Loans of that Lender. 

(b) Defaulting Lender Cure. If the Borrowers, the Administrative Agent, Swingline Lender and each Issuing Bank agree in
writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to
any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the
Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages
(without giving effect to Section 2.22(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the
Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or
release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 

  
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 SECTION 2.23 Illegality. If any Lender determines that any law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon
the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans shall be suspended
until such Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrowers shall, upon three Business Days’ notice from
such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such
Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the
Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is
advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrowers in writing promptly upon
becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or
converted. 
 SECTION 2.24 Loan Modification Offers. 

(a) At any time after the Effective Date, the Borrowers may on one or more occasions, by written notice to the Administrative Agent, make one
or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes (each Class subject to such a Loan Modification Offer, an “Affected Class”) to effect one or more Permitted
Amendments relating to such Affected Class pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers (including mechanics to permit cashless rollovers and exchanges by Lenders). Such
notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective. Permitted Amendments shall become effective only with respect to
the Loans and Commitments of the Lenders of the Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such
Lender’s Loans and Commitments of such Affected Class as to which such Lender’s acceptance has been made. 
 (b) A Permitted
Amendment shall be effected pursuant to a Loan Modification Agreement executed and delivered by Holdings, Intermediate Holdings, each Borrower, each applicable Accepting Lender and the Administrative Agent; provided that no Permitted
Amendment shall become effective unless Holdings, Intermediate Holdings and the Borrowers shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other
documents as shall be reasonably requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly 

  
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notify each Lender as to the effectiveness of each Loan Modification Agreement. Each Loan Modification Agreement may, without the consent of any Lender other than the applicable Accepting
Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.24, including any amendments
necessary to treat the applicable Loans and/or Commitments of the Accepting Lenders as a new “Class” of loans and/or commitments hereunder. 

(c) If, in connection with any proposed Loan Modification Offer, any Lender declines to consent to such Loan Modification Offer on the terms
and by the deadline set forth in such Loan Modification Offer (each such Lender, a “Non-Accepting Lender”) then the Borrowers may, on notice to the Administrative Agent and the Non-Accepting Lender, (i) replace such Non-Accepting Lender in whole or in part by causing such Lender to (and such Lender shall be obligated to) assign and delegate,
without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all or any part of its interests, rights and obligations under this Agreement in respect of the Loans and Commitments of the Affected Class to
one or more Eligible Assignees (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to find a
replacement Lender; provided, further, that (a) the applicable assignee shall have agreed to provide Loans and/or Commitments on the terms set forth in the applicable Permitted Amendment, (b) such Non-Accepting Lender shall have received payment of an amount equal to the outstanding principal of the Loans of the Affected Class assigned by it pursuant to this Section 2.24(c), accrued interest
thereon, accrued fees and all other amounts payable to it hereunder from the Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees) and (c) unless waived, the Borrowers or such Eligible Assignee shall have
paid to the Administrative Agent the processing and recordation fee specified in Section 9.04(b). 
 (d) Notwithstanding anything to the
contrary, this Section 2.24 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary. 
 ARTICLE III

 REPRESENTATIONS AND WARRANTIES 

Each of Holdings, Intermediate Holdings and each Borrower (solely as to itself and its respective Restricted Subsidiaries) represents and
warrants to the Lenders that: 
 SECTION 3.01 Organization; Powers. Each of Holdings, Intermediate Holdings, each Borrower and
each Restricted Subsidiary is (a) duly organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdictions) under the laws of the jurisdiction of its organization, (b) has the corporate or
other organizational power and authority to carry on its business as now conducted and to execute, deliver and perform its obligations under each Loan Document to which it is a party and (c) is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required, except in the case of clause (a) (other than with respect to any Loan Party), clause (b) (other than with respect to Holdings, Intermediate Holdings and the Borrowers) and clause
(c), where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

  
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 SECTION 3.02 Authorization; Enforceability. This Agreement has been duly
authorized, executed and delivered by each of Holdings, Intermediate Holdings and the Borrowers and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute,
a legal, valid and binding obligation of Holdings, Intermediate Holdings, the Borrowers or such Loan Party, as the case may be, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 

SECTION 3.03 Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents, (b) will
not violate (i) the Organizational Documents of Holdings, Intermediate Holdings or any other Loan Party, or (ii) any Requirements of Law applicable to Holdings, Intermediate Holdings or any Restricted Subsidiary, (c) will not violate
or result in a default under any indenture or other agreement or instrument binding upon Holdings, Intermediate Holdings or any other Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment,
repurchase or redemption to be made by Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (d) will
not result in the creation or imposition of any Lien on any asset of Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents, except (in the case of each of clauses (a), (b)(ii) and
(c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right as the case may be, individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect. 
 SECTION 3.04 Financial Condition; No Material Adverse Effect.

 (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly indicated therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Target and its consolidated subsidiaries and WME and its consolidated
subsidiaries, as applicable, as of the respective dates thereof and the consolidated results of their operations for the respective periods then ended in accordance with GAAP consistently applied during the periods referred to therein, except as
otherwise expressly indicated therein, including the notes thereto. 
 (b) The unaudited consolidated statements of financial position of
the Target and its subsidiaries and of WME and its subsidiaries, in each case, at September 30, 2013 and the unaudited consolidated statements of income, comprehensive income and cash flows for the nine-month
period ended September 30, 2013 (i) were prepared in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated 

  
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therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Target and its subsidiaries and WME and its subsidiaries, as applicable,
as of the date thereof and for such nine-month periods, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments and to any other adjustments
described therein. 
 (c) Holdings has heretofore furnished to the Lead Arrangers the pro forma consolidated balance sheet as of December 31,
2013 and the pro forma consolidated statements of operations for the twelve month period ended December 31, 2013 of Holdings and its Subsidiaries (such pro forma balance sheet and statements of operations, the “Pro Forma Financial
Statements”), which have been prepared giving effect to the Transactions as if such transactions had occurred on such date or at the beginning of such period, as the case may be. The Pro Forma Financial Statements have been prepared in good
faith, based on assumptions believed by Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of Holdings and its Subsidiaries as of December
31, 2013, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred at such date or at the beginning of such period (excluding the impact of purchase accounting effects required
by GAAP). 
 (d) Since December 31, 2012, there has been no Material Adverse Effect. 

SECTION 3.05 Properties. 

(a) Each of Holdings, Intermediate Holdings, each Borrower and each Restricted Subsidiary has good title to, or valid leasehold interests in,
all its real and personal property material to its business, if any (including the Mortgaged Properties), (i) free and clear of all Liens except for Liens permitted by Section 6.02 and (ii) except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or as proposed to be conducted or to utilize such properties for their intended purposes, in each case, except as could not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect. 
 (b) As of the Effective Date after giving effect to the Transactions, Schedule
3.05 contains a true and complete list of each fee owned parcel of real property owned by a Loan Party having a Fair Market Value equal to or in excess of $20,000,000. 

SECTION 3.06 Litigation and Environmental Matters. 

(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of
Holdings, Intermediate Holdings or any Borrower, threatened in writing against or affecting Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary that could reasonably be expected, individually or in the aggregate, to result in
a Material Adverse Effect. 

  
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 (b) Except with respect to any other matters that, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect, none of Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any
permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of Holdings, Intermediate Holdings or any Borrower, become subject to any Environmental Liability, (iii) has received written notice of any
claim with respect to any Environmental Liability or (iv) has, to the knowledge of Holdings, Intermediate Holdings or any Borrower, any basis to reasonably expect that Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary
will become subject to any Environmental Liability. 
 SECTION 3.07 Compliance with Laws and Agreements. Each of
Holdings, Intermediate Holdings, each Borrower and each Restricted Subsidiary is in compliance with (a) its Organizational Documents, (b) all Requirements of Law applicable to it or its property and (c) all indentures and other
agreements and instruments binding upon it or its property, except, in the case of clauses (b) and (c) of this Section, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect. 
 SECTION 3.08 Investment Company Status. None of Holdings, Intermediate Holdings, any Borrower
or any other Loan Party is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended from time to time. 

SECTION 3.09 Taxes. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect, Holdings, Intermediate Holdings, each Borrower and each Restricted Subsidiary (a) have timely filed or caused to be filed all Tax returns required to have been filed and (b) have paid or caused to be paid all Taxes required to have
been paid (whether or not shown on a Tax return) including in their capacity as tax withholding agents, except any Taxes (i) that are not overdue by more than 30 days or (ii) that are being contested in good faith by appropriate
proceedings; provided that Holdings, Intermediate Holdings, such Borrower or such Restricted Subsidiary, as the case may be, has set aside on its books adequate reserves therefor in accordance with GAAP. 

SECTION 3.10 ERISA. 

(a) Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in
compliance with the applicable provisions of ERISA, the Code and other federal or state laws. 
 (b) Except as could not reasonably be
expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) no ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made or is reasonably expected to
occur, (ii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under Section 4007 of
ERISA), (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability)
under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan and (iv) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. 

  
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 SECTION 3.11 Disclosure. As of the Effective Date, neither (a) the
Information Memorandum nor (b) any of the other reports, financial statements, certificates or other written information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of
any Loan Document or delivered thereunder (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not materially misleading, provided that, with respect to projected financial information, Holdings, Intermediate Holdings and the Borrowers represent only that such information
was prepared in good faith based upon assumptions believed by them to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date, it being understood that any
such projected financial information may vary from actual results and such variations could be material. 
 SECTION 3.12
Subsidiaries. As of the Effective Date, Schedule 3.12 sets forth the name of, and the ownership interest of Holdings and each Subsidiary in, each Subsidiary. 

SECTION 3.13 Intellectual Property; Licenses, Etc.. Except as could not reasonably be expected to have a
Material Adverse Effect, each of Holdings, Intermediate Holdings, each Borrower and each Restricted Subsidiary owns, licenses or possesses the right to use, all of the rights to Intellectual Property that are reasonably necessary for the operation
of its business as currently conducted, and, without conflict with the rights of any Person. Holdings, Intermediate Holdings, each Borrower or each Restricted Subsidiary do not, in the operation of their businesses as currently conducted, infringe
upon any Intellectual Property rights held by any Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the
Intellectual Property owned by Holdings, Intermediate Holdings, the Borrowers or any of the Restricted Subsidiaries is pending or, to the knowledge of Holdings and any Borrower, threatened in writing against Holdings, Intermediate Holdings, any
Borrower or any Restricted Subsidiary, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

SECTION 3.14 Solvency. On the Effective Date, immediately after the consummation of the Transactions to occur on the Effective
Date, Holdings and its Subsidiaries are, on a consolidated basis after giving effect to the Transactions, Solvent. 
 SECTION 3.15
Senior Indebtedness. The Loan Document Obligations constitute “Senior Indebtedness” (or any comparable term) under and as defined in the documentation governing any Subordinated Indebtedness. 

SECTION 3.16 Federal Reserve Regulations. None of Holdings, Intermediate Holdings, any Borrower or any Restricted
Subsidiary is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors), or extending credit for the purpose of
purchasing or carrying margin stock. No part of the proceeds of the Loans will be used, directly or indirectly, to purchase or carry any margin stock or to refinance any Indebtedness originally incurred for such purpose, or for any other purpose
that entails a violation (including on the part of any Lender) of the provisions of Regulations U or X of the Board of Governors. 

  
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 SECTION 3.17 Use of Proceeds. The Borrowers will use the proceeds of
(a) the Term Loans made on the Effective Date to finance the Transaction and pay Transaction Costs and (b) the Revolving Loans and Swingline Loans on the Effective Date to pay a portion of the Transaction Costs and after the Effective Date
for general corporate purposes. 
 SECTION 3.18 PATRIOT Act, OFAC and FCPA. 

(a) Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries will not, directly or indirectly, use the proceeds of the
Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, for the purpose of funding (i) any activities of or business with any Person, or in any country or territory, that,
at the time of such funding, is the subject of Sanctions, or (ii) any other transaction that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, lender or
otherwise) of Sanctions. 
 (b) Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries will not use the proceeds of
the Loans directly, or, to the knowledge of Holdings, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”). 

(c) Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, to the knowledge of
Holdings, none of Holdings, Intermediate Holdings, the Borrowers or the Restricted Subsidiaries has, in the past three years, committed a violation of applicable regulations of the United States Department of the Treasury’s Office of Foreign
Assets Control (“OFAC”), Title III of the USA Patriot Act or the FCPA 
 (d) (i) None of the Loan Parties is an
individual or entity currently on OFAC’s list of Specially Designated Nationals and Blocked Persons and (ii) except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, none of the
Restricted Subsidiaries that are not Loan Parties or, to the knowledge of Holdings, any director, officer, employee or agent of any Loan Party or other Restricted Subsidiary, in each case, is an individual or entity currently on OFAC’s list of
Specially Designated Nationals and Blocked Persons, nor is Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary located, organized or resident in a country or territory that is the subject of Sanctions. 

  
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 ARTICLE IV 

CONDITIONS 
 SECTION 4.01
Effective Date. The obligations of the Lenders to make Loans and of each Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions shall be satisfied (or
waived in accordance with Section 9.02): 
 (a) The Administrative Agent (or its counsel) shall have received from each party hereto
either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this
Agreement) that such party has signed a counterpart of this Agreement. 
 (b) The Administrative Agent shall have received a written opinion
(addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (a) Simpson Thacher & Bartlett LLP, New York counsel for the Loan Parties, (b) Hill, Ward & Henderson, P.A., special Florida counsel
for the Loan Parties, (c) Kilpatrick Townsend & Stockton LLP, special Georgia counsel for the Loan Parties and (d) Ulmer & Berne LLP, special Ohio counsel for the Loan Parties. Holdings hereby requests such counsel to
deliver such opinions. 
 (c) The Administrative Agent shall have received a certificate of each Loan Party, dated the Effective Date,
substantially in the form of Exhibit G with appropriate insertions, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in clause (d) of this Section. 

(d) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent
applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) resolutions of
the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Effective Date by its secretary, an assistant
secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan
Party’s jurisdiction of incorporation, organization or formation. 
 (e) The Administrative Agent shall have received all fees and other
amounts previously agreed in writing by the Joint Bookrunners and Holdings to be due and payable on or prior to the Effective Date, including, to the extent invoiced at least three Business Days prior to the Effective Date (except as otherwise
reasonably agreed by Holdings), reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be
reimbursed or paid by any Loan Party under any Loan Document. 
 (f) The Collateral and Guarantee Requirement shall have been satisfied;
provided that if, notwithstanding the use by Holdings, Intermediate Holdings and the Borrowers of commercially reasonable efforts to cause the Collateral and Guarantee Requirement to be satisfied on the Effective Date, the requirements
thereof (other than (a) the execution and delivery of the Guarantee Agreement and the Collateral Agreement by the Loan Parties (other than with respect to the Target, its successors and its Subsidiaries), (b) creation of and perfection of
security interests in the certificated Equity Interests of Intermediate Holdings, the Borrowers and Material 

  
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Subsidiaries (other than Foreign Subsidiaries) of the Borrowers, and (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in other
assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code of any applicable jurisdiction) are not satisfied as of the Effective Date, the satisfaction of such requirements shall not be
a condition to the availability of the initial Loans on the Effective Date (but shall be required to be satisfied as promptly as practicable after the Effective Date and in any event within the period specified therefor in Schedule 5.14(a) or
Schedule 5.14(b), as applicable, or, in each case, such later date as the Administrative Agent may reasonably agree). 
 (g) Since
December 18, 2013, no Company Material Adverse Effect shall have occurred or reasonably be likely to occur. 
 (h) The Joint Bookrunners
shall have received the (i) Pro Forma Financial Statements, (ii) Audited Financial Statements, (iii) unaudited consolidated balance sheets and related statements of income and cash flow of (x) the Target and its consolidated
subsidiaries and (y) WME and its consolidated subsidiaries (in each case, excluding notes thereto), in each case, for each fiscal quarter ended after December 31, 2013 which is ended at least 60 days before the Effective Date. 

(i) The Specified Representations shall be accurate in all material respects on and as of the Effective Date; provided that any
Specified Representations set forth in clause (b) of the definition thereof that are qualified by materiality, Company Material Adverse Effect or Material Adverse Effect, shall be accurate in all respects on and as of the Effective Date. 

(j) The Acquisition shall have been consummated, or substantially simultaneously with the initial funding of Loans on the Effective Date, shall
be consummated, in all material respects in accordance with the Acquisition Agreement (without giving effect to any amendments, supplements, waivers or other modifications to or of the Acquisition Agreement that are materially adverse to the
interests of the Lenders or the Joint Bookrunners in their capacities as such, except to the extent that the Joint Bookrunners have consented thereto). 

(k) The Equity Financing shall have been made, or substantially simultaneously with the initial Borrowings under the Term Facilities, shall be
made. 
 (l) Substantially simultaneously with the initial Borrowing under the Term Facility and the consummation of the Acquisition, the
Effective Date Refinancing shall be consummated. 
 (m) The Administrative Agent shall have received a certificate from the chief financial
officer of Holdings certifying that Holdings and its Subsidiaries on a consolidated basis after giving effect to the Transactions are Solvent. 

(n) The Administrative Agent and the Joint Bookrunners shall have received all documentation at least two Business Days prior to the Effective
Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the Effective Date and that the Administrative Agents or the Joint Bookrunners have reasonably determined is
required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act. 

  
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 SECTION 4.02 Each Credit Event. The obligation of each Lender to make a
Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case other than on the Effective Date is subject to receipt of the request therefor in accordance herewith and to the
satisfaction of the following conditions: 
 (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall
be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as the case may be (in each case, unless such date is the Effective Date);
provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any
representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case
may be. 
 (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such
Letter of Credit, as the case may be (unless such Borrowing is on the Effective Date), no Default shall have occurred and be continuing. 
 Each Borrowing
(provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a
representation and warranty by Holdings and each Borrower on the date thereof as to the matters specified in clauses (a) and (b) of this Section. 

ARTICLE V 
 AFFIRMATIVE COVENANTS

 Until the Termination Date shall have occurred, each of Holdings, Intermediate Holdings and each Borrower covenants and agrees with the
Lenders that: 
 SECTION 5.01 Financial Statements and Other Information. Holdings will furnish to the Administrative Agent, on
behalf of each Lender: 
 (a) (I) commencing with the financial statements for the fiscal year ending December 31, 2014, on or before
the date on which such financial statements are required or permitted to be filed with the SEC (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year
of Holdings (or, in the case of financial statements for the fiscal year ended December 31, 2014, on or before the date that is 150 days after the end of such fiscal year), audited consolidated balance sheets and audited consolidated statements of
income and cash flows of Holdings as of the end of and for such year, 

  
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and related notes and related explanations thereto, setting forth in each case in comparative form the figures for the previous fiscal year (which comparative form may be based on pro forma
financial information to the extent any previous fiscal year includes a period occurring prior to the Effective Date), all reported on by PricewaterhouseCoopers LLP, Deloitte LLP or other independent public accountants of recognized national
standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit (other than any exception or explanatory paragraph, but not a qualification, that is expressly
solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any potential inability to satisfy a financial
maintenance covenant on a future date or in a future period)) to the effect that such consolidated financial statements present fairly in all material respects the financial position and results of operations and cash flows of Holdings and its
Subsidiaries as of the end of and for such year on a consolidated basis in accordance with GAAP consistently applied; and (II) (x) on or prior to May 31, 2014, the audited consolidated statements of financial position of the Target and its
Subsidiaries for the fiscal year ended December 31, 2013, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of the Target and its Subsidiaries, including the notes thereto and
(y) on or prior to July 15, 2014, the audited consolidated statements of financial position of WME and its Subsidiaries for the fiscal year ended December 31, 2013, and the related consolidated statements of income, comprehensive income,
stockholders’ equity and cash flows of WME and its Subsidiaries, including the notes thereto; 
 (b) commencing with the financial
statements for the fiscal quarter ending June 30, 2014, on or before the date on which such financial statements are required or permitted to be filed with the SEC with respect to each of the first three fiscal quarters of each fiscal year of
Holdings (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 60 days after the end of each such fiscal quarter (or, in the case of financial statements for the fiscal quarters ended
June 30, 2014 and September 30, 2014, respectively, on or before the date that is 90 days after the end of such fiscal quarter)), unaudited consolidated balance sheets and unaudited consolidated statements of income and cash flows of Holdings
and related explanations as of the end of and for such fiscal quarter (except in the case of cash flows) and the then elapsed portion of the fiscal year, and, commencing with the financial statements for the fiscal quarter ending September 30, 2015,
setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the statement of financial position, as of the end of) the previous fiscal year (which comparative form may be based on pro
forma financial information to the extent any previous period includes a period occurring prior to the Effective Date), all certified by a Financial Officer as presenting fairly in all material respects the financial position and results of
operations and cash flows of Holdings and the Subsidiaries as of the end of and for such fiscal quarter (except in the case of cash flows) and such portion of the fiscal year on a consolidated basis in accordance with GAAP consistently applied,
subject to normal year-end audit adjustments and the absence of footnotes; 
 (c) simultaneously with
the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related consolidating financial statements reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if
any) from such consolidated financial statements; 

  
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 (d) not later than five days after any delivery of financial statements under clause
(a) or (b) above, a Compliance Certificate of a Financial Officer (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect
thereto, (ii) setting forth reasonably detailed calculations in the case of financial statements delivered under clause (a) above, beginning with the financial statements for the fiscal year of Holdings ending December 31, 2015, of Excess
Cash Flow for such fiscal year and (iii) in the case of financial statements delivered under clause (a) above, setting forth a reasonably detailed calculation of the Net Proceeds received during the applicable period by or on behalf of
Holdings or any Subsidiary in respect of any event described in clause (a) of the definition of the term “Prepayment Event” and the portion of such Net Proceeds that has been invested or are intended to be reinvested in accordance
with the first proviso in Section 2.11(c); 
 (e) not later than 90 days after the commencement of each fiscal year of Holdings, a
detailed consolidated budget for Holdings and its Subsidiaries for such fiscal year (including a projected consolidated statement of financial position and consolidated statements of projected operations and cash flows as of the end of and for such
fiscal year and setting forth the material assumptions used for purposes of preparing such budget); 
 (f) promptly after the same become
publicly available, copies of all periodic and other reports, proxy statements and registration statements (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered
to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) filed by Holdings or any Subsidiary (or, if Holdings is a subsidiary of the IPO
Entity, the IPO Entity) with the SEC or with any national securities exchange; and 
 (g) promptly following any request therefor, such other
information regarding the operations, business affairs and financial condition of Holdings, any Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of
any Lender may reasonably request in writing. 
 Holdings will hold and participate in a quarterly conference call for Lenders to discuss
financial information delivered pursuant to clauses (a)(I) and (b) of this Section 5.01. Holdings will hold such conference call following the last day of each fiscal quarter of Holdings and not later than ten Business Days from the time
that Holdings is required to deliver the financial information as set forth in clauses (a)(I) and (b) of this Section 5.01 (or such later date as the Administrative Agent may agree in its reasonable discretion). Prior to each conference
call, Holdings shall notify the Administrative Agent of the time and date of such conference call. 
 Notwithstanding the foregoing, the
obligations in clauses (a) and (b) of this Section 5.01 may be satisfied with respect to financial information of Holdings and its Subsidiaries by furnishing (A) the Form 10-K or 10-Q (or the equivalent), as applicable, of Holdings, Intermediate Holdings or any Intermediate Parent (or a parent company of any of the foregoing) filed with the SEC or with a similar regulatory authority in a
foreign jurisdiction or (B) the applicable financial statements of Intermediate Holdings (or any Intermediate Parent or any direct or indirect parent of 

  
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Holdings); provided that to the extent such information relates to a parent of Holdings, such information is accompanied by consolidating information, which may be unaudited, that explains
in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to Holdings and its Subsidiaries on a stand- alone basis, on the other hand, and to the extent such information is in
lieu of information required to be provided under Section 5.01(a), such materials are accompanied by a report and opinion of PricewaterhouseCoopers LLP, Deloitte LLP or any other independent registered public accounting firm of nationally
recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception
as to the scope of such audit (other than any exception or explanatory paragraph, but not a qualification, that is expressly solely with respect to, or expressly resulting solely from, (i) an upcoming maturity date of any Indebtedness occurring
within one year from the time such opinion is delivered or (ii) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period). 

Documents required to be delivered pursuant to Section 5.01(a), (b) or (f) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earlier of the date (A) on which Holdings posts such documents, or provides a link thereto, on Holdings’ or
one of its Affiliates’ website on the Internet or (B) on which such documents are posted on Holdings’ behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether
a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) Holdings shall deliver such documents to the Administrative Agent upon its reasonable request until a written notice to cease
delivering such documents is given by the Administrative Agent and (ii) Holdings shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and upon its reasonable request, provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or maintain paper copies of the documents referred to above, and
each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents. 
 Each of
Holdings, Intermediate Holdings and the Borrowers hereby acknowledges that (a) the Administrative Agent and/or the Joint Bookrunners will make available to the Lenders materials and/or information provided by or on behalf of Holdings,
Intermediate Holdings and the Borrowers hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the
Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Holdings or its Affiliates, or the respective securities of any
of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Holdings, Intermediate Holdings and the Borrowers hereby agree that they will, upon the Administrative
Agent’s reasonable request, identify that portion of the Company Materials that may be distributed to the Public Lenders and that (i) all such Company Materials shall be clearly and conspicuously marked “PUBLIC” which, at a
minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Company Materials “PUBLIC,” Holdings, Intermediate Holdings and the Borrowers shall be


  
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deemed to have authorized the Administrative Agent, the Joint Bookrunners and the Lenders to treat such Company Materials as not containing any material
non-public information (although it may be sensitive and proprietary) with respect to Holdings, Intermediate Holdings, the Borrowers or their respective securities for purposes of United States federal and
state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 9.12); (iii) all Company Materials marked “PUBLIC” are permitted
to be made available through a portion of the Platform designated “Public Side Information”; and (iv) the Administrative Agent and the Joint Bookrunners shall be entitled to treat any Company Materials that are not marked
“PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” 

SECTION 5.02 Notices of Material Events. Promptly after any Responsible Officer of Holdings, Intermediate Holdings or any Borrower
obtains actual knowledge thereof, Holdings, Intermediate Holdings or such Borrower will furnish to the Administrative Agent (for distribution to each Lender through the Administrative Agent) written notice of the following: 

(a) the occurrence of any Default; and 

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the
knowledge of a Financial Officer or another senior executive officer of Holdings, Intermediate Holdings or any Borrower, affecting Holdings, Intermediate Holdings, any Borrower or any of its Subsidiaries or the receipt of a written notice of an
Environmental Liability or the occurrence of an ERISA Event, in each case, that would reasonably be expected to result in a Material Adverse Effect. 
 Each
notice delivered under this Section shall be accompanied by a written statement of a Responsible Officer of Holdings, Intermediate Holdings or a Borrower setting forth the details of the event or development requiring such notice and any action
taken or proposed to be taken with respect thereto. 
 SECTION 5.03 Information Regarding Collateral. 

(a) Holdings, Intermediate Holdings, or a Borrower will furnish to the Administrative Agent promptly (and in any event within 60 days or such
longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of
incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a
jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdiction. 

(b) Not later than five days after delivery of financial statements pursuant to Section 5.01(a), Holdings, Intermediate Holdings or the
Borrowers shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of Holdings, Intermediate Holdings or the Borrowers (i) setting forth the information required pursuant to Schedules I through IV of the
Collateral Agreement or confirming that there has been no change in such information since the 

  
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Effective Date or the date of the most recent certificate delivered pursuant to this Section, (ii) identifying any wholly-owned Domestic Subsidiary that is a Restricted Subsidiary and that
has become, or ceased to be, a Material Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by this Section 5.03 or Section 5.12
have been given. 
 SECTION 5.04 Existence; Conduct of Business. Each of Holdings, Intermediate Holdings and each Borrower will,
and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, the patents,
copyrights, trademarks and trade names material to the conduct of its business, in each case (other than the preservation of the existence of Holdings, Intermediate Holdings and each Borrower) to the extent that the failure to do so would reasonably
be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05. 

SECTION 5.05 Payment of Taxes, Etc. Each of Holdings, Intermediate Holdings and each Borrower will, and will cause
each Restricted Subsidiary to, pay its obligations in respect of Taxes before the same shall become delinquent or in default, except where the failure to make payment could not reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect. 
 SECTION 5.06 Maintenance of Properties. Each of Holdings, Intermediate Holdings and each
Borrower will, and will cause each Restricted Subsidiary to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so could not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 
 SECTION 5.07 Insurance. 

(a) Each of Holdings, Intermediate Holdings and each Borrower will, and will cause each Restricted Subsidiary to, maintain, with insurance
companies that Holdings, Intermediate Holdings and each Borrower believe (in the good faith judgment of the management of Holdings, Intermediate Holdings and such Borrower) are financially sound and responsible at the time the relevant coverage is
placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which Holdings, Intermediate Holdings and such Borrower believes (in the good faith judgment of management of Holdings, Intermediate Holdings and such
Borrower) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as Holdings, Intermediate Holdings and such Borrower believe (in the good faith judgment of the
management of Holdings, Intermediate Holdings and such Borrower) are reasonable and prudent in light of the size and nature of its business; and will furnish to the Lenders, upon written request from the Administrative Agent, information presented
in reasonable detail as to the insurance so carried. Each such policy of insurance maintained by a Loan Party shall (i) name the Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear
and (ii) in the case of each casualty insurance policy, contain a loss payable/mortgagee clause or endorsement that names Collateral Agent, on behalf of the Secured Parties, as the loss payee/mortgagee thereunder. 

  
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 (b) If any portion of any Mortgaged Property subject to FEMA rules and regulations is at any
time located in an area identified by FEMA (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or
successor act thereto, the “Flood Insurance Laws”), then Holdings shall, or shall cause the relevant Loan Party to, (i) maintain or cause to be maintained, flood insurance sufficient to comply with all applicable rules and
regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance, which evidence complies with applicable Flood Insurance Laws and rules and regulations promulgated pursuant
thereto. 
 SECTION 5.08 Books and Records; Inspection and Audit Rights. Each of Holdings,
Intermediate Holdings and each Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or
applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, Intermediate Holdings, the Borrowers or the Restricted Subsidiaries, as the case may be.
Each of Holdings, Intermediate Holdings and each Borrower will, and will cause the Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided
that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under
this Section 5.08 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year absent the existence of an Event of Default, which visitation and inspection shall be at the reasonable expense of
the Borrower; provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of
the Borrowers at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings, Intermediate Holdings and the Borrowers the opportunity to participate in any
discussions with Holdings’, Intermediate Holdings’ or the Borrowers’ independent public accountants. 
 SECTION 5.09
Compliance with Laws. Each of Holdings, Intermediate Holdings’ and each Borrower will, and will cause each Restricted Subsidiary to, comply with its Organizational Documents and all Requirements of Law with respect to it or its
property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

  
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 SECTION 5.10 Use of Proceeds and Letters of Credit.
The Borrowers will use the proceeds of the Term Loans and any Revolving Loans drawn on the Effective Date, together with cash on hand of the Target and its Subsidiaries, on the Effective Date to, directly or indirectly finance a portion of the
Transactions (and, in the case of Revolving Loans, if applicable, no more than $20,000,000 will be used by the Borrowers on the Effective Date for ordinary course working capital requirements). The proceeds of the Revolving Loans and Swingline Loans
drawn after the Effective Date will be used for general corporate purposes (including Permitted Acquisitions). Letters of Credit will be used only for general corporate purposes. Holdings and its subsidiaries will use the proceeds of (i) any
Incremental Facilities for working capital or any other purpose not prohibited by this Agreement and (ii) any Credit Agreement Refinancing Indebtedness, applied among the Loans and any Incremental Facilities in accordance with the terms of this
Agreement. 
 SECTION 5.11 Additional Subsidiaries. If any additional Restricted Subsidiary or Intermediate Parent is
formed or acquired after the Effective Date, Holdings or the Borrowers will, within 60 days after such newly formed or acquired Restricted Subsidiary is formed or acquired (unless such Subsidiary is an Excluded Subsidiary), notify the Administrative
Agent thereof, and all actions (if any) required to be taken with respect to such newly formed or acquired Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary and with respect
to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party within 60 days after such notice (or such longer period as the Administrative Agent shall reasonably agree). 

SECTION 5.12 Further Assurances. (a) Each of Holdings, Intermediate Holdings and each Borrower will, and will cause each Loan
Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other
documents), that may be required under any applicable law and that the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan
Parties. 
 (b) If, after the Effective Date, any material assets (including any owned (but not leased) real property and improvements
thereto or any interest therein) with a Fair Market Value in excess of $20,000,000, are acquired by Intermediate Holdings, any Borrower or any other Loan Party or are owned by any Subsidiary on or after the time it becomes a Loan Party pursuant to
Section 5.11 (other than assets constituting Collateral under a Security Document that become subject to the Lien created by such Security Document upon acquisition thereof or constituting Excluded Assets), Holdings or the Borrowers will
promptly notify the Administrative Agent thereof, and, if requested by the Administrative Agent, Intermediate Holdings or the Borrowers will cause such assets to be subjected to a Lien securing the Secured Obligations and will take and cause the
other Loan Parties to take, such actions as shall be necessary and reasonably requested by the Administrative Agent and consistent with the Collateral and Guarantee Requirement to grant and perfect such Liens, including actions described in
paragraph (a) of this Section, all at the expense of the Loan Parties and on the terms set forth in, and subject to last paragraph of, the definition of the term “Collateral and Guarantee Requirement.” 

  
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 SECTION 5.13 Ratings. Each of Holdings, Intermediate Holdings and the Borrowers
will use commercially reasonable efforts to cause (a) the Borrowers to continuously have a public corporate credit rating from each of S&P and Moody’s (but not to maintain a specific rating) and (b) the credit facilities made
available under this Agreement to be continuously rated by each of S&P and Moody’s (but not to maintain a specific rating). 

SECTION 5.14 Certain Post-Closing Obligations. 

(a) As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14(a)
or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, Intermediate Holdings, each Borrower and each other Loan Party, as
applicable, shall deliver the documents or take the actions specified on Schedule 5.14(a) that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to
the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of “Collateral and Guarantee Requirement”. 

(b) Holdings shall deliver or cause to be delivered to the Administrative Agent the items described on Schedule 5.14(b) by 5:00
p.m., New York City time, one Business Day after the Effective Date, or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate the circumstance that the existing directors or managers of the
Target or its subsidiaries have not authorized the applicable Guarantee and Security Documents and the election of new directors or managers to authorize such Guarantee and Security Documents has not taken place simultaneously with the Effective
Date. 
 SECTION 5.15 Designation of Subsidiaries. Holdings, Intermediate Holdings or any Borrower may at any time after
the Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation on a
Pro Forma Basis as of the end of the most recent Test Period, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, Holdings shall have a First Lien Leverage Ratio less than or
equal 6.10 to 1.0 on a Pro Forma Basis and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Material Indebtedness.
The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by Holdings therein at the date of designation in an amount equal to the Fair Market Value of Holdings’ or its
Subsidiary’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such
Subsidiary existing at such time and (ii) a return on any Investment by Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of Holdings’ or
its Subsidiary’s (as applicable) Investment in such Subsidiary. 
 SECTION 5.16 Change in Business. Holdings,
Intermediate Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole, will not fundamentally and substantively alter the character of their business, taken as a whole, from the business conducted by them on the Effective Date and
other business activities which are extensions thereof or otherwise incidental, reasonably related or ancillary to any of the foregoing. 

  
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 SECTION 5.17 Changes in Fiscal Periods. Holdings shall not make any
change in its fiscal year; provided, however, that Holdings may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case,
Holdings and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year. 

ARTICLE VI 
 NEGATIVE COVENANTS

 Until the Termination Date shall have occurred, each of Holdings, Intermediate Holdings and each Borrower covenants and agrees with the
Lenders that: 
 SECTION 6.01 Indebtedness; Certain Equity Securities. 

(a) Holdings, any Intermediate Parent, Intermediate Holdings and the Borrowers will not, and will not permit any Restricted Subsidiary or
Intermediate Parent to, create, incur, assume or permit to exist any Indebtedness, except: 
 (i) Indebtedness of Holdings, Intermediate
Holdings, the Borrowers and the Restricted Subsidiaries under the Loan Documents (including any Indebtedness incurred pursuant to Section 2.20, 2.21 or 2.24); 

(ii) Indebtedness (A) outstanding on the date hereof and listed on Section 1 of Schedule 6.01 and any Permitted
Refinancing thereof, (B) that is intercompany Indebtedness among Holdings and its Restricted Subsidiaries outstanding on the date hereof and any Permitted Refinancing thereof and (C) outstanding on the date hereof under the Second Lien
Credit Documents and any Permitted Refinancing thereof; 
 (iii) Guarantees by Holdings, any Intermediate Parent, Intermediate Holdings, the
Borrowers and the Restricted Subsidiaries in respect of Indebtedness of Intermediate Holdings, any Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) such Guarantee is otherwise permitted by
Section 6.04, (B) no Guarantee by any Restricted Subsidiary of any Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Loan Document Obligations pursuant to the Guarantee Agreement
and (C) if the Indebtedness being Guaranteed is subordinated to the Loan Document Obligations, such Guarantee shall be subordinated to the Guarantee of the Loan Document Obligations on terms at least as favorable to the Lenders as those
contained in the subordination of such Indebtedness; 
 (iv) Indebtedness of any Intermediate Parent, Intermediate Holdings, any Borrower or
of any Restricted Subsidiary owing to any other Restricted Subsidiary, Intermediate Holdings, any Borrower, Holdings, Intermediate Holdings or any Intermediate Parent to the extent permitted by Section 6.04; provided that all such
Indebtedness of any Loan Party owing to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Loan Document 

  
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Obligations (to the extent any such Indebtedness is outstanding at any time after the date that is 30 days after the Effective Date or such later date as the Administrative Agent may reasonably
agree) (but only to the extent permitted by applicable law and not giving rise to material adverse Tax consequences) on terms (A) at least as favorable to the Lenders as those set forth in the form of intercompany note attached as Exhibit
H or (B) otherwise reasonably satisfactory to the Administrative Agent; 
 (v) (A) Indebtedness (including Capital Lease
Obligations) of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets (real or personal, and whether through the direct
purchase of property or the Equity Interest of any person owning such property); provided that such Indebtedness is incurred concurrently with or within 270 days after the applicable acquisition, construction, repair, replacement or
improvement, and (B) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding subclause (A); provided further that, at the time of any such incurrence of Indebtedness and after giving Pro Forma Effect
thereto and the use of the proceeds thereof, the aggregate principal amount of Indebtedness that is outstanding in reliance on this clause (v) shall not exceed the greater of $105,000,000 and 22.5% of Consolidated EBITDA for the most recently
ended Test Period as of such time; 
 (vi) Indebtedness in respect of (A) Swap Agreements entered into to hedge or mitigate risks to
which Holdings, any Intermediate Parent, Intermediate Holdings, any Borrower or any Restricted Subsidiary has actual exposure (other than those in respect of shares of capital stock or other Equity Interests of Holdings, any Intermediate Parent,
Intermediate Holdings, any Borrower or any Restricted Subsidiary) and (B) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate
or otherwise) with respect to any interest-bearing liability or investment of Holdings, any Intermediate Parent, Intermediate Holdings, any Borrower or any Restricted Subsidiary; 

(vii) (A) Indebtedness of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is
merged or consolidated with or into Intermediate Holdings, a Borrower or a Restricted Subsidiary) after the date hereof as a result of a Permitted Acquisition, or Indebtedness of any Person that is assumed by Intermediate Holdings, any Borrower or
any Restricted Subsidiary in connection with an acquisition of assets by Intermediate Holdings, a Borrower or such Restricted Subsidiary in a Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such
Permitted Acquisition; provided, further, that the Interest Coverage Ratio after giving Pro Forma Effect to the assumption of such Indebtedness and such Permitted Acquisition is either (x) equal to or greater than 2.0 to 1.0 or
(y) equal to or greater than the Interest Coverage Ratio immediately prior to the incurrence of such Indebtedness and such Permitted Acquisition for the most recently ended Test Period as of such time and (B) any Permitted Refinancing of
Indebtedness incurred pursuant to the foregoing subclause (A); 
 (viii) Indebtedness in respect of Permitted Receivables Financings; 

  
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 (ix) Indebtedness representing deferred compensation to employees of Holdings, any
Intermediate Parent, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries incurred in the ordinary course of business; 
 (x)
Indebtedness consisting of unsecured promissory notes issued by any Loan Party to current or former officers, directors and employees or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests in
Holdings (or any direct or indirect parent thereof) permitted by Section 6.08(a); 
 (xi) Indebtedness constituting indemnification
obligations or obligations in respect of purchase price or other similar adjustments incurred in a Permitted Acquisition, any other Investment or any Disposition, in each case permitted under this Agreement; 

(xii) Indebtedness consisting of obligations under deferred compensation or other similar arrangements incurred in connection with the
Transactions or any Permitted Acquisition or other Investment permitted hereunder; 
 (xiii) Cash Management Obligations and other
Indebtedness in respect of netting services, overdraft protections and similar arrangements and Indebtedness arising from the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds
in the ordinary course of business; 
 (xiv) Indebtedness of Intermediate Holdings, the Borrowers and the Restricted Subsidiaries;
provided that at the time of the incurrence thereof and after giving Pro Forma Effect thereto, the aggregate principal amount of Indebtedness outstanding in reliance on this clause (xiv) shall not exceed the greater of $150,000,000 and
32.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; provided, further, that the aggregate principal amount of Indebtedness of which the primary obligor or a guarantor is a Restricted Subsidiary that is
not a Loan Party outstanding in reliance on this clause (xiv) shall not exceed, at the time of incurrence thereof and after giving Pro Forma Effect thereto, the greater of $60,000,000 and 12.5% of Consolidated EBITDA for the most recently ended
Test Period as of such time; 
 (xv) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or- pay obligations contained in supply arrangements, in each case in the ordinary course of business; 

(xvi) Indebtedness incurred by Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank
guarantees, bankers’ acceptances or similar instruments issued or created, or related to obligations or liabilities incurred, in the ordinary course of business, including in respect of workers compensation claims, health, disability or other
employee benefits or property, casualty or liability insurance or self-insurance or other reimbursement-type obligations regarding workers compensation claims; 

(xvii) obligations in respect of performance, bid, appeal and surety bonds and performance, bankers acceptance facilities and completion
guarantees and similar obligations provided by Intermediate Holdings, the Borrowers or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the
ordinary course of business or consistent with past practice; 

  
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 (xviii) unsecured Indebtedness of Holdings or any Intermediate Parent (“Permitted
Holdings Debt”) (A) that is not subject to any Guarantee by any subsidiary thereof, (B) that will not mature prior to the date that is 91 days after the Latest Maturity Date in effect on the date of issuance or incurrence
thereof, (C) that has no scheduled amortization or payments, repurchases or redemptions of principal (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirements of
subclause (E) below), (D) that permits payments of interest or other amounts in respect of the principal thereof to be paid in kind rather than in cash, (E) that has mandatory prepayment, repurchase or redemption, covenant, default and
remedy provisions customary for senior or senior subordinated discount notes of an issuer that is the parent of a borrower under senior secured credit facilities, and in any event, with respect to covenant, default and remedy provisions, no more
restrictive (taken as a whole) than those set forth in this Agreement (other than provisions customary for senior or senior subordinated discount notes of a holding company); provided that a certificate of a Responsible Officer delivered to
the Administrative Agent at least five Business Days prior to the issuance or incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation
relating thereto, stating that Holdings has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the
Administrative Agent notifies Holdings within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (F) that any such Indebtedness of Holdings or
any Intermediate Parent is subordinated in right of payment to its Guarantee under the Guarantee Agreement; provided, further, that any such Indebtedness shall constitute Permitted Holdings Debt only if immediately after giving effect
to the issuance or incurrence thereof, no Event of Default shall have occurred and be continuing; 
 (xix) (A) Indebtedness of
Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries; provided that after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, the Interest Coverage Ratio is greater than or equal to 2.0 to 1.0 and
(B) any Permitted Refinancing of Indebtedness incurred pursuant to the foregoing subclause (A); provided, further, that the aggregate principal amount of Indebtedness of which the primary obligor or a guarantor is a Restricted
Subsidiary that is not a Loan Party outstanding in reliance on this clause (xix) shall not exceed, at the time of incurrence thereof and after giving Pro Forma Effect thereto, the greater of $60,000,000 and 12.5% of Consolidated EBITDA for the
most recently ended Test Period as of such time; 
 (xx) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed
the face amount of such Letter of Credit; 
 (xxi) Permitted Unsecured Refinancing Debt and any Permitted Refinancing thereof; 

  
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 (xxii) Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing
Debt, and any Permitted Refinancing thereof; 
 (xxiii) (A) Indebtedness of Intermediate Holdings or the Borrowers issued in lieu of
Incremental Facilities consisting of (i) secured or unsecured bonds, notes or debentures (which bonds, notes or debentures, if secured, may be secured either by Liens having equal priority with the Liens on the Collateral securing the Secured
Obligations (but without regard to control of remedies) or by Liens having a junior priority relative to the Liens on the Collateral securing the Secured Obligations) or (ii) secured or unsecured loans (which loans, if secured, must be secured
by Liens having a junior priority relative to the Liens on the Collateral securing the Secured Obligations); provided that (i) the aggregate principal amount of all such Indebtedness incurred pursuant to this clause shall not exceed at
the time of incurrence the Incremental Cap at such time, (ii) such Indebtedness complies with the Required Additional Debt Terms and (iii) the condition set forth in the proviso in the first sentence of Section 2.20(a) shall have been
complied with as if such Indebtedness was an Incremental Facility and (B) any Permitted Refinancing of Indebtedness incurred pursuant to the foregoing subclause (A); 

(xxiv) (A) Indebtedness of Intermediate Holdings, the Borrowers or any of the Restricted Subsidiaries consisting of (i) secured or
unsecured bonds, notes or debentures (which bonds, notes or debentures, if secured, must be secured by Liens having a junior priority relative to the Liens on the Collateral securing the Secured Obligations) or (ii) secured or unsecured loans
(which loans if secured, must be secured by Liens having a junior priority relative to the Liens on the Collateral securing the Secured Obligations), including Second Lien Incremental Facilities and Second Lien Incremental Equivalent Debt;
provided that, (i) after giving effect to the incurrence of such Indebtedness (other than Indebtedness comprised of Second Lien Incremental Facilities and Second Lien Incremental Equivalent Debt incurred at such time in reliance on the
Second Lien Incremental Base Amount) on a Pro Forma Basis, the Secured Leverage Ratio is equal to or less than 5.25 to 1.0, (ii) such Indebtedness shall be considered Consolidated Secured Debt for purposes of this clause, (iii) such
Indebtedness complies with the Required Additional Debt Terms and (iv) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to the First Lien/Second Lien Intercreditor Agreement and (B) any
Permitted Refinancing of Indebtedness incurred pursuant to the foregoing subclause (A); 
 (xxv) Indebtedness of any Restricted Subsidiary
that is not a Loan Party; provided that the aggregate principal amount of Indebtedness of which the primary obligor or a guarantor is a Restricted Subsidiary that is not a Loan Party outstanding in reliance on this clause (xxv) shall not
exceed, at the time of incurrence thereof and after giving Pro Forma Effect thereto, the greater of $45,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; 

(xxvi) (A) Indebtedness incurred to finance a Permitted Acquisition; provided that (i) the Interest Coverage Ratio after
giving Pro Forma Effect to the incurrence of such Indebtedness and such Permitted Acquisition is either (x) equal to or greater than 2.0 to 1.0 or (y) equal to or greater than the Interest Coverage Ratio immediately prior to the incurrence
of such Indebtedness and such Permitted Acquisition for the most recently ended Test Period as of such time and (ii) such Indebtedness complies with the Required Additional Debt Terms and to the


  
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extent secured by Liens on Collateral, such Liens shall be (x) in the case of secured bonds, notes or debentures equal or junior in priority and (y) in the case of secured loans, junior
in priority, in each case, relative to the Liens on the Collateral securing the Secured Obligations and (B) any Permitted Refinancing of Indebtedness incurred pursuant to the foregoing subclause (A); provided, further, that the
aggregate principal amount of Indebtedness of which the primary obligor or a guarantor is a Restricted Subsidiary that is not a Loan Party outstanding in reliance on this clause (xxvi) shall not exceed, at the time of incurrence thereof and
after giving Pro Forma Effect thereto, the greater of $60,000,000 and 12.5% of Consolidated EBITDA for the most recently ended Test Period as of such time; 

(xxvii) Indebtedness in the form of Capital Lease Obligations arising out of any Sale Leaseback and any Permitted Refinancing thereof; and 

(xxviii) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on
obligations described in clauses (i) through (xxvii) above. 
 (b) Holdings and each Intermediate Parent will not create, incur, assume
or permit to exist any Indebtedness except Indebtedness created under Sections 6.01(a)(i), (iii), (iv), (vi), (ix), (x), (xi), (xii), (xiii) and (xviii) and all premiums (if any), interest (including post-petition interest), fees, expenses,
charges and additional or contingent interest on obligations described in the foregoing clauses. 
 (c) Neither Holdings, Intermediate
Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to, issue any preferred Equity Interests or any Disqualified Equity Interests, except (A) in the case of Holdings, preferred Equity Interests
that are Qualified Equity Interests and (B) in the case of Intermediate Holdings, any Borrower or any Restricted Subsidiary or Intermediate Parent, (x) preferred Equity Interests or Disqualified Equity Interests issued to and held by
Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary and (y) preferred Equity Interests (other than Disqualified Equity Interests) issued to and held by joint venture partners after the Effective Date; provided that
in the case of this clause (y) any such issuance of preferred Equity Interests shall be deemed to be an incurrence of Indebtedness and subject to the provisions set forth in Section 6.01(a) and (b). 

For purposes of determining compliance with this Section 6.01, in the event that an item of Indebtedness meets the criteria of more than
one of the categories of Indebtedness described in clauses (a)(i) through (a)(xxviii) above, Holdings shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof)
and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will be deemed to have been incurred in reliance only on
the exception in clause (a)(i). 
 SECTION 6.02 Liens. Neither Holdings, Intermediate Holdings nor any Borrower will, nor will
they permit any Restricted Subsidiary or Intermediate Parent to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: 

  
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 (i) Liens created under the Loan Documents; 

(ii) Permitted Encumbrances; 

(iii) Liens existing on Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $2,500,000
individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (1) such modified, replacement, renewal or extension Lien does not extend to
any additional property other than (a) after- acquired property that is affixed or incorporated into the property covered by such Lien and (b) proceeds and products thereof, and (2) the obligations secured or benefited by such
modified, replacement, renewal or extension Lien are permitted by Section 6.01; 
 (iv) Liens securing Indebtedness permitted under
Section 6.01(a)(v) or Section 6.01(a)(xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property
subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such
property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets)
other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

 (v) leases, licenses, subleases or sublicenses granted to others (whether on an exclusive or
non-exclusive basis) that are entered into in the ordinary course of business or that do not interfere in any material respect with the business of Holdings, Intermediate Holdings, the Borrowers and the
Restricted Subsidiaries, taken as a whole; 
 (vi) 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; 
 (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff)
and that are within the general parameters customary in the banking industry; 
 (viii) Liens (A) on cash advances or escrow deposits in
favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such
Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition
permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; 

  
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 (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens
secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); 

(x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that
is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; 

(xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a
Restricted Subsidiary, in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or
such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property
subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired
property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the Indebtedness secured thereby is permitted under
Section 6.01(a)(v) or (vii); 
 (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease
Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; 

(xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of
Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; 
 (xiv) Liens deemed to exist
in connection with Investments in repurchase agreements under clause (e) of the definition of the term “Permitted Investments”; 

(xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or
other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 
 (xvi) Liens that are contractual
rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or
similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Parent, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with
customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; 

  
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 (xvii) ground leases in respect of real property on which facilities owned or leased by
Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries are located; 
 (xviii) Liens on insurance policies and the
proceeds thereof securing the financing of the premiums with respect thereto; 
 (xix) Liens (A) on the Collateral securing Permitted
First Priority Refinancing Debt, (B) on the Collateral securing Permitted Second Priority Refinancing Debt, (C) on the Collateral securing Incremental Equivalent Debt and (D) on the Collateral securing Indebtedness permitted pursuant
to Section 6.01(a)(ii)(C) and Section 6.01(a)(xxiv); provided (x) if any such Indebtedness is secured by the Collateral on pari passu basis (but without regard to control of remedies) with Liens securing the Secured
Obligations, such Indebtedness shall be subject to the First Lien Intercreditor Agreement and (y) Liens securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) are on a junior basis with Liens securing the Secured Obligations
and subject to the First Lien/Second Lien Intercreditor Agreement and if any such other Indebtedness is secured by the Collateral on a junior basis with Liens securing the Secured Obligations, such Indebtedness shall be subject to the First
Lien/Second Lien Intercreditor Agreement; 
 (xx) other Liens; provided that at the time of incurrence of the obligations secured
thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $70,000,000 and 15.0% of Consolidated
EBITDA for the Test Period then last ended; 
 (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness;
provided such satisfaction or discharge is permitted hereunder; 
 (xxii) Liens on receivables and related assets incurred in
connection with Permitted Receivables Financings; 
 (xxiii) receipt of progress payments and advances from customers in the ordinary course
of business to the extent the same creates a Lien on the related inventory and proceeds thereof; and 
 (xxiv) Liens on cash or Permitted
Investments securing Swap Agreements in the ordinary course of business submitted for clearing in accordance with applicable Requirements of Law. 

SECTION 6.03 Fundamental Changes. Neither Holdings, Intermediate Holdings nor any Borrower will, nor will they permit any
Restricted Subsidiary or Intermediate Parent to, merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that: 

(a) any Restricted Subsidiary of Intermediate Holdings (other than a Borrower) may merge with (A) a Borrower; provided that a
Borrower shall be the continuing or surviving Person, (B) Intermediate Holdings; provided that Intermediate Holdings shall be the continuing or surviving Person or (C) one or more other Restricted Subsidiaries of Intermediate
Holdings (other 

  
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than the Borrower); provided that when any Subsidiary Loan Party is merging or amalgamating with another Restricted Subsidiary either (1) the continuing or surviving Person shall be a
Subsidiary Loan Party or (2) if the continuing or surviving Person is not a Subsidiary Loan Party, the acquisition of such Subsidiary Loan Party by such surviving Restricted Subsidiary is permitted under Section 6.04; 

(b) any Restricted Subsidiary (other than a Borrower or Intermediate Holdings) may liquidate or dissolve if Holdings determines in good faith
that such action is in the best interests of Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries and is not materially disadvantageous to the Lenders; 

(c) any Restricted Subsidiary (other than a Borrower or Intermediate Holdings) may make a Disposition of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then either (A) the transferee must be a Loan Party, (B) to the extent constituting
an Investment, such Investment must be an Investment in a Restricted Subsidiary that is not a Loan Party permitted by Section 6.04 or (C) to the extent constituting a Disposition to a Restricted Subsidiary that is not a Loan Party, such
Disposition is for Fair Market Value and any promissory note or other non-cash consideration received in respect thereof is an Investment in a Restricted Subsidiary that is not a Loan Party permitted by
Section 6.04; 
 (d) (I) a Borrower may merge, amalgamate or consolidate with any other Person; provided that (A) a
Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation is not a Borrower (any such Person, the “Successor Borrower”), (1) the Successor Borrower shall
be an entity organized or existing under the laws of the United States or any political subdivision thereof, (2) the Successor Borrower shall expressly assume all the obligations of such Borrower under this Agreement and the other Loan
Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3) each Loan Party other than such Borrower, unless it is the other party to such
merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of any Liens as security for, the Secured Obligations shall apply to
the Successor Borrower’s obligations under this Agreement and (4) such Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer and an opinion of counsel, each stating that such merger, amalgamation
or consolidation complies with this Agreement; provided, further, that (x) if such Person is not a Loan Party, no Event of Default exists after giving effect to such merger or consolidation and (y) if the foregoing
requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, such Borrower under this Agreement and the other Loan Documents; provided, further, that such Borrower agrees to provide any documentation and
other information about the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable
“know your customer” and anti-money laundering rules and regulations, including Title III of the USA Patriot Act and (II) Intermediate Holdings may merge, amalgamate or consolidate with any other Person; provided that
(A) Intermediate Holdings shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such 

  
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merger or consolidation is not Intermediate Holdings (any such Person, the “Successor Intermediate Holdings”), (1) the Successor Intermediate Holdings shall be an entity
organized or existing under the laws of the United States or any political subdivision thereof and (2) the Successor Intermediate Holdings shall expressly assume all the obligations of Intermediate Holdings under this Agreement and the other
Loan Documents to which Intermediate Holdings is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent; 

(e) Holdings or any Intermediate Parent may merge, amalgamate or consolidate with any other Person, so long as no Event of Default exists after
giving effect to such merger, amalgamation or consolidation; provided that (A) Holdings or Intermediate Parent, as applicable, shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger,
amalgamation or consolidation is not Holdings or Intermediate Parent, as applicable, or is a Person into which Holdings or Intermediate Parent, as applicable, has been liquidated (any such Person, the “Successor
Holdings”), (1) the Successor Holdings shall expressly assume all the obligations of Holdings or Intermediate Parent, as applicable, under this Agreement and the other Loan Documents to which Holdings or Intermediate Parent, as
applicable, is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (2) each Loan Party other than Holdings or Intermediate Parent, as applicable, unless it is the other
party to such merger, amalgamation or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of and grant of any Liens as security for the Secured
Obligations shall apply to the Successor Holdings’ obligations under this Agreement, (3) the Successor Holdings shall, immediately following such merger, amalgamation or consolidation, directly or indirectly own all Subsidiaries owned by
Holdings or Intermediate Parent, as applicable, immediately prior to such transaction, (4) Holdings or Intermediate Parent, as applicable, shall have delivered to the Administrative Agent a certificate of a Responsible Officer and an opinion of
counsel, each stating that such merger or consolidation complies with this Agreement and (5) Holdings or Intermediate Parent, as applicable, may not merge, amalgamate or consolidate with any of their Subsidiaries that are Loan Parties if any
Permitted Holdings Debt is then outstanding unless the Interest Coverage Ratio is greater than or equal to 2.0 to 1.00 on a Pro Forma Basis; provided, further, that if the foregoing requirements are satisfied, the Successor Holdings
will succeed to, and be substituted for, Holdings or Intermediate Parent, as applicable, under this Agreement and the other Loan Documents; provided, further, that Holdings agrees to provide any documentation and other information
about the Successor Holdings as shall have been reasonably requested in writing by any the Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know
your customer” and anti-money laundering rules and regulations, including Title III of the USA Patriot Act; 
 (f) any Restricted
Subsidiary (other than a Borrower) may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 6.04; provided that the continuing or surviving Person shall be a Restricted
Subsidiary, which together with each of the Restricted Subsidiaries, shall have complied with the requirements of Sections 5.11 and 5.12; 

  
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 (g) Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries may
consummate the Transactions; 
 (h) Holdings and its Subsidiaries may undertake or consummate any IPO Reorganization Transactions and any
transaction related thereto or contemplated thereby; and 
 (i) any Restricted Subsidiary (other than a Borrower or Intermediate Holdings)
may effect a merger, dissolution, liquidation consolidation or amalgamation to effect a Disposition permitted pursuant to Section 6.05. 

SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions. Neither Holdings, Intermediate Holdings nor
any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to, make or hold any Investment, except: 
 (a)
Permitted Investments at the time such Permitted Investment is made; 
 (b) loans or advances to officers, directors and employees of
Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such
Person’s purchase of Equity Interests in Holdings (or any direct or indirect parent thereof) (provided that the amount of such loans and advances made in cash to such Person shall be contributed to Intermediate Holdings or a Borrower in
cash as common equity or Qualified Equity Interests) and (iii) for purposes not described in the foregoing clauses (i) and (ii); provided that at the time of incurrence thereof and after giving Pro Forma Effect thereto, the
aggregate principal amount outstanding in reliance on this clause (iii) shall not to exceed $5,000,000; 
 (c) Investments by Holdings,
any Intermediate Parent, Intermediate Holdings, any Borrower or any Restricted Subsidiary in any of Holdings, any Intermediate Parent, Intermediate Holdings, any Borrower or any Restricted Subsidiary; provided that, in the case of any
Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party, no Event of Default shall have occurred and be continuing or would result therefrom; 

(d) Investments consisting of prepayments to suppliers in the ordinary course of business; 

(e) Investments consisting of extensions of trade credit in the ordinary course of business; 

(f) Investments (i) existing or contemplated on the date hereof and set forth on Schedule 6.04(f) and any modification,
replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the date hereof by Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary in Intermediate Holdings, any Borrower or any Restricted
Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent as set forth on Schedule 6.04(f) or as otherwise
permitted by this Section 6.04; 
 (g) Investments in Swap Agreements permitted under Section 6.01; 

  
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 (h) promissory notes and other non-cash
consideration received in connection with Dispositions permitted by Section 6.05; 
 (i) Permitted Acquisitions; 

(j) the Transactions; 
 (k)
Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices; 

(l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and
customers, from financially troubled account debtors or in settlement of delinquent obligations of, or other disputes with, customers and suppliers or upon the foreclosure with respect to any secured Investment or other transfer of title with
respect to any secured Investment; 
 (m) loans and advances to Holdings (or any direct or indirect parent thereof) or any Intermediate
Parent in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings (or such parent) or such
Intermediate Parent in accordance with Section 6.08(a); 
 (n) additional Investments and other acquisitions; provided that at
the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (n), together with the aggregate amount of all consideration paid in connection with all
other Investments and acquisitions made in reliance on this clause (n) (including the aggregate principal amount of all Indebtedness assumed in connection with any such other Investment or acquisition previously made under this clause (n)), shall
not exceed the sum of (A) the greater of $205,000,000 and 45.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment or other acquisition, plus (B) so long as
immediately after giving effect to any such Investment no Event of Default has occurred and is continuing (or, in the case of the use of the Starter Basket that is Not Otherwise Applied, no Event of Default under Section 7.01(a), (b), (h) or
(i)), the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment, plus (C) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of
making of such Investment; 
 (o) Holdings and its Subsidiaries may undertake or consummate any IPO Reorganization Transaction and
transactions relating thereto or contemplated thereby; 
 (p) advances of payroll payments to employees in the ordinary course of business;

 (q) Investments and other acquisitions to the extent that payment for such Investments is made with Qualified Equity Interests (excluding
Cure Amounts) of Holdings (or any direct or indirect parent thereof or the IPO Entity); provided that (i) such amounts used pursuant to this clause (q) shall not increase the Available Equity Amount and (ii) any amounts used
for such an Investment or other acquisition that are not Qualified Equity Interests of Holdings (or any direct or indirect parent thereof or the IPO Entity) shall otherwise be permitted pursuant to this Section 6.04; 

  
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 (r) Investments of a Subsidiary acquired after the Effective Date or of a Person merged or
consolidated with any Subsidiary in accordance with this Section and Section 6.03 after the Effective Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and
were in existence on the date of such acquisition, merger or consolidation; 
 (s) non-cash
Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired;

 (t) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions and Restricted Payments permitted (other than by
reference to this Section 6.04(t)) under Sections 6.01, 6.02, 6.03, 6.05 and 6.08, respectively; 
 (u) additional Investments;
provided that after giving effect to such Investment (A) on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 5.00 to 1.0 and (B) there is no continuing Event of Default; 

(v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service
providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of Holdings, Intermediate Holdings or a Borrower; 

(w) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases,
acquisitions, licenses or leases of other assets, intellectual property, or other rights, in each case in the ordinary course of business; 

(x) Investments in Subsidiaries in the form of receivables and related assets required in connection with a Permitted Receivables Financing
(including the contribution or lending of cash and cash equivalents to Subsidiaries to finance the purchase of such assets from Intermediate Holdings, a Borrower or other Restricted Subsidiaries or to otherwise fund required reserves); and 

(y) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted
Subsidiary pursuant to the definition of “Unrestricted Subsidiary.” 
 SECTION 6.05 Asset Sales. Neither
Holdings, Intermediate Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent, to, (i) sell, transfer, lease, license or otherwise dispose of any asset, including any Equity Interest owned by it or
(ii) permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than issuing directors’ qualifying shares, nominal shares issued to foreign nationals to the extent required by applicable
Requirements of Law and other than issuing Equity Interests to Holdings, Intermediate Holdings, a Borrower or a Restricted Subsidiary in compliance with Section 6.04(c)) (each, a “Disposition”), except: 

  
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 (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired,
in the ordinary course of business and Dispositions of property no longer used or useful, or economically practicable to maintain, in the conduct of the business of Holdings, any Intermediate Parent, Intermediate Holdings, the Borrowers and the
Restricted Subsidiaries (including allowing any registration or application for registration of any Intellectual Property that is no longer used or useful, or economically practicable to maintain, to lapse, go abandoned, or be invalidated); 

(b) Dispositions of inventory and other assets in the ordinary course of business; 

(c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar
replacement property or (ii) an amount equal to the Net Proceeds of such Disposition are promptly applied to the purchase price of such replacement property; 

(d) Dispositions of property to Intermediate Holdings, a Borrower or a Restricted Subsidiary; provided that if the transferor in such a
transaction is a Loan Party, then either (i) the transferee must be a Loan Party, (ii) to the extent constituting an Investment, such Investment must be an Investment in a Restricted Subsidiary that is not a Loan Party permitted by
Section 6.04 or (iii) to the extent constituting a Disposition to a Restricted Subsidiary that is not a Loan Party, such Disposition is for Fair Market Value and any promissory note or other non-cash
consideration received in respect thereof is an Investment in a Restricted Subsidiary that is not a Loan Party permitted by Section 6.04; 

(e) Dispositions permitted by Section 6.03, Investments permitted by Section 6.04, Restricted Payments permitted by
Section 6.08, Liens permitted by Section 6.02 and issuances of Equity Interests permitted by Section 6.09(xiii), in each case, other than by reference to this Section 6.05(e); 

(f) Dispositions of Permitted Investments; 

(g) Dispositions of (A) accounts receivable in connection with the collection or compromise thereof (including sales to factors or other
third parties) and (B) receivables and related assets pursuant to any Permitted Receivables Financing; 
 (h) leases, subleases,
licenses or sublicenses, in each case in the ordinary course of business and that do not materially interfere with the business of Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole; 

(i) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; 

(j) Dispositions of property to Persons other than Holdings, Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries
(including (x) the sale or issuance of Equity Interests in a Restricted Subsidiary and (y) any Sale Leaseback) not otherwise permitted under this Section 6.05; provided that (i) such Disposition is made for Fair Market
Value and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $10,000,000 

  
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for any transaction or series of related transactions, Intermediate Holdings, a Borrower or a Restricted Subsidiary shall receive not less than 75.0% of such consideration in the form of cash or
Permitted Investments; provided, however, that for the purposes of this clause (ii), (A) any liabilities (as shown on the most recent balance sheet of Holdings provided hereunder or in the footnotes thereto) of Intermediate Holdings,
such Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Loan Document Obligations, that are assumed by the transferee with respect to the applicable Disposition and for
which Holdings, any Intermediate Parent, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash, (B) any securities received by
Holdings, any Intermediate Parent, Intermediate Holdings, such Borrower or such Restricted Subsidiary from such transferee that are converted by Intermediate Holdings, such Borrower or such Restricted Subsidiary into cash or Permitted Investments
(to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cash and (C) any Designated Non-Cash Consideration
received by Holdings, any Intermediate Parent, Intermediate Holdings, such Borrower or such Restricted Subsidiary in respect of such Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (j) that is at that time outstanding, not in excess (at the time of receipt of such Designated Non-Cash
Consideration) of 3.0% of Consolidated Total Assets for the most recently ended Test Period, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and
without giving effect to subsequent changes in value, shall be deemed to be cash; 
 (k) Dispositions of Investments in joint ventures to the
extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; 

(l) Dispositions of any assets (including Equity Interests) (A) acquired in connection with any Permitted Acquisition or other Investment
permitted hereunder, which assets are not used or useful to the core or principal business of Intermediate Holdings, the Borrowers and the Restricted Subsidiaries and (B) made to obtain the approval of any applicable antitrust authority in
connection with a Permitted Acquisition; 
 (m) transfers of condemned property as a result of the exercise of “eminent domain” or
other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property arising from foreclosure or similar action or that have been
subject to a casualty to the respective insurer of such real property as part of an insurance settlement; 
 (n) Holdings and its
Subsidiaries may undertake or consummate any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby. 

  
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 SECTION 6.06 Holdings Covenant. Holdings and any Intermediate Parent will
not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests of Intermediate Holdings, any Intermediate Parent and any IPO Shell Company, (ii) the
maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters related to any Parent Entity, Holdings,
Intermediate Holdings and the Borrowers or any of their Subsidiaries, (iv) the performance of its obligations under and in connection with the Loan Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or
made by it under this Article VI, the Acquisition Agreement, the Transactions, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) financing activities, including any
public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto, (vi) any transaction that Holdings or
any Intermediate Parent is permitted to enter into or consummate under this Article VI (including, but not limited to, the making of any Restricted Payment permitted by Section 6.08 or holding of any cash or Permitted Investments received in
connection with Restricted Payments made in accordance with Section 6.08 pending application thereof in the manner contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it under Section 6.01 and
the making of (and activities as necessary to consummate) any Investment permitted to be made by it under Section 6.04), (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal,
tax and accounting issues, employment of corporate-level executives, administration of executive and employee cash incentive plans and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in
Section 6.09, (ix) activities as necessary to consummate any Permitted Acquisition or any other Investment permitted hereunder, (x) activities incidental to the consummation of the Transactions, (xi) activities reasonably incidental
to the consummation of an IPO, including the IPO Reorganization Transactions and (xii) activities incidental to the businesses or activities described in clauses (i) through (xi) of this paragraph. 

SECTION 6.07 Negative Pledge. (a) Holdings, Intermediate Holdings and the Borrowers will not, and will not permit any
Restricted Subsidiary or Intermediate Parent to enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties
or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions
imposed by (i) Requirements of Law, (ii) any Loan Document, (iii) the Second Lien Loan Documents, (iv) any documentation relating to any Permitted Receivables Financing, (v) any documentation governing Incremental Equivalent
Debt, (vi) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vii) any documentation governing Indebtedness incurred pursuant to
Section 6.01(a)(xxiv) and (viii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vii) above; provided that with respect to Indebtedness
referenced in (A) clauses (v) and (vii) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the
time of issuance and (B) clause (vi) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced; 

  
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 (b) customary restrictions and conditions existing on the Effective Date and any extension,
renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; 

(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided
that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; 

(d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; 

(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies
only to the property securing by such Indebtedness; 
 (f) any restrictions or conditions set forth in any agreement in effect at any time
any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a
Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to Intermediate Holdings, any Borrower or any Restricted Subsidiary; 

(g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted
Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at
the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; 
 (h) restrictions on cash (or Permitted
Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); 

(i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to
the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; 
 (j) customary
provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture and entered into in the ordinary course of business; and 

(k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as Intermediate Holdings has
determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of Intermediate Holdings and its Subsidiaries to meet their ongoing obligations. 

  
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 SECTION 6.08 Restricted Payments; Certain Payments of Indebtedness.
(a) Neither Holdings, Intermediate Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary to pay or make, directly or indirectly, any Restricted Payment, except: 

(i) The Borrowers and each Restricted Subsidiary may make Restricted Payments to Intermediate Holdings, the Borrowers or any other Restricted
Subsidiary (and, in the case of any such Subsidiary that is not a wholly-owned Subsidiary, to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); 

(ii) Intermediate Holdings, any Intermediate Parent, any Borrower or any Restricted Subsidiary may make Restricted Payments in cash to Holdings
to permit Holdings to make, and Holdings may make, Restricted Payments in respect of (A) Permitted Tax Distributions and (B) Key Employee Distributions (provided that, in any fiscal year, the amount of Key Employee Distributions
made pursuant to this clause (ii)(B) does not exceed an amount equal to (x) $25,000,000 divided by (y) 1.0 minus the Tax Rate); 
 (iii)
Holdings, any Intermediate Parent and Intermediate Holdings may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; 

(iv) Restricted Payments made in connection with or in order to consummate the Transactions (including Restricted Payments (x) to direct
and indirect parent companies of WME to finance a portion of the consideration for the Acquisition, (y) to holders of Equity Interests of the Target (immediately prior to giving effect to the Acquisition) and (z) post-closing purchase
price or other adjustments contemplated by the Acquisition Agreement); 
 (v) repurchases of Equity Interests in Holdings (or Restricted
Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings) or Intermediate Holdings deemed to occur upon exercise of stock options or warrants or other incentive interests if such Equity Interests
represent a portion of the exercise price of such stock options or warrants or other incentive interests; 
 (vi) Restricted Payments to
Holdings which Holdings may use to redeem, acquire, retire or repurchase its Equity Interests (or any options, warrants, restricted stock, stock appreciation rights or other equity-linked interests issued with respect to any of such Equity
Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officers, managers, consultants, directors and
employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), Intermediate Holdings, the Borrowers and the Restricted
Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or
incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement; provided that, the aggregate amount of Restricted Payments permitted by this clause


  
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(vi) after the Effective Date, together with the aggregate amount of loans and advances to Holdings previously made pursuant to Section 6.04(m) in lieu of Restricted Payments permitted by
this clause (vi), shall not exceed $20,000,000 in any fiscal year with unused amounts in any fiscal year being carried over to succeeding fiscal years subject to a maximum of $40,000,000 in any fiscal year (without giving effect to the following
proviso); provided that such amount in any fiscal year may be increased by an amount not to exceed the cash proceeds of any Key Man Policy A; 

(vii) any Intermediate Parent or Intermediate Holdings may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where
applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash: 
 (A) the proceeds of which shall be
used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay), for any taxable period for which Intermediate Holdings and/or any of its Subsidiaries are members of a
consolidated, combined or unitary tax group for U.S. federal and/or applicable state, local or foreign income Tax purposes of which a direct or indirect parent of Intermediate Holdings is the common parent (a “Tax Group”), the
portion of any U.S. federal, state, local or foreign Taxes (as applicable) of such Tax Group for such taxable period that are attributable to the income of Intermediate Holdings and/or its Subsidiaries; provided that Restricted Payments made
pursuant to this subclause (a)(vii)(A) shall not exceed the Tax liability that Intermediate Holdings and/or its applicable Subsidiaries would have incurred in respect of such Taxes were such Taxes determined as if such entity(ies) were a stand-alone
taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this subclause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of Intermediate Holdings may be made
only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Company or its Restricted Subsidiaries; 

(B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow
any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting, tax reporting and similar
expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, (2) any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof or
any Intermediate Parent) attributable to the ownership or operations of Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries, (3) fees and expenses (x) due and payable by any of Intermediate Holdings, the
Borrowers and the Restricted Subsidiaries and (y) otherwise permitted to be paid by Intermediate Holdings, the Borrowers and the Restricted Subsidiaries under this Agreement and (4) payments that would otherwise be permitted to be paid
directly by Intermediate Holdings, the Borrowers or the Restricted Subsidiaries pursuant to Section 6.09(iii) or (x); 

(C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow
any direct or indirect parent of Holdings to pay) franchise and similar Taxes, and other fees and expenses, required to maintain its organizational existence; 

  
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 (D) the proceeds of which shall be used by Holdings to make Restricted
Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(vi); 
 (E) to finance any Investment permitted to be
made pursuant to Section 6.04 other than Section 6.04(m); provided that (1) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (2) Holdings or any Intermediate Parent
shall, immediately following the closing thereof, cause (x) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to Intermediate Holdings, the
Borrowers or the Restricted Subsidiaries or (y) the Person formed or acquired to merge into or consolidate with Intermediate Holdings, the Borrowers or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted
in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; 

(F) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of
Holdings or any direct or indirect parent company of Holdings to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Intermediate Holdings, the Borrowers and the Restricted Subsidiaries; and 

(G) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow
any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering not prohibited by this Agreement (whether or not such offering is successful); 

(viii) in addition to the foregoing Restricted Payments, the Borrowers, Intermediate Holdings and any Intermediate Parent may make additional
Restricted Payments to Intermediate Holdings, any Intermediate Parent and Holdings, the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect
of any Permitted Holdings Debt, in an aggregate amount, when taken together with the aggregate amount of loans and advances to Holdings previously made pursuant to Section 6.04(m) in lieu of Restricted Payments permitted by this clause (viii),
not to exceed the sum of (A) an amount at the time of making any such Restricted Payment and together with any other Restricted Payment previously made utilizing this subclause (A) not to exceed the greater of $25,000,000 and 5.0% of
Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Restricted Payment plus (B) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the
Available Amount that is Not Otherwise Applied plus (C) the Available Equity Amount that is Not Otherwise Applied; 

  
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 (ix) redemptions in whole or in part of any of its Equity Interests for another class of its
Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all
respects material to their interests as those contained in the Equity Interests redeemed thereby; 
 (x) payments made or expected to be made
in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with
the exercise of stock options and the vesting of restricted stock and restricted stock units; 
 (xi) Holdings or Intermediate Holdings may
(a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition (or other similar Investment) and (b) honor any conversion request by a holder of convertible
Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; 

(xii) the declaration and payment of Restricted Payment on Holdings’ or Intermediate Holdings’ common stock (or the payment of
Restricted Payments to any direct or indirect parent company of Holdings to fund a payment of dividends on such company’s common stock), following consummation of an IPO, of up to 6.0% per annum of the net cash proceeds of such IPO received by
or contributed to the IPO Entity, other than public offerings with respect to the IPO Entity’s common stock registered on Form S-8; 

(xiii) payments made or expected to be made by Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary in respect of
withholding or similar taxes payable upon exercise of Equity Interests by any future, present or former employee, director, officer, manager or consultant (or their respective controlled Affiliates or Permitted Transferees) and any repurchases of
Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or required withholding or similar taxes; 

(xiv) additional Restricted Payments; provided that after giving effect to such Restricted Payment (A) on a Pro Forma Basis, the
Total Leverage Ratio is less than or equal to 4.50 to 1.0 and (B) there is no continuing Event of Default; 
 (xv) Restricted Payments
constituting or otherwise made in connection with or relating to any IPO Reorganization Transactions (limited, in the case of payments pursuant to a tax receivable agreement, to Permitted Tax Receivable Payments); 

(xvi) the distribution, by dividend or otherwise, of shares of Equity Interests of, or Indebtedness owed to Holdings, Intermediate Holdings, a
Borrower or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Permitted Investments); and 

  
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 (xvii) distributing back-end payments received and
processed by Holdings, Intermediate Holdings, any Borrower or any Restricted Subsidiary on behalf of the members of any of the EA Entities. 

(b) Neither Holdings, Intermediate Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary to make or pay, directly or
indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (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 Junior Financing, except: 

(i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness,
other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; 
 (ii) refinancings of
Indebtedness with proceeds of Permitted Refinancing Indebtedness permitted to be incurred under Section 6.01; 
 (iii) the conversion of
any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; 

(iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in
an aggregate amount not to exceed the sum of (A) an amount at the time of making any such Restricted Payment and together with any other Restricted Payment made utilizing this subclause (A) not to exceed the greater of $50,000,000 and
10.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such prepayment, redemption, purchase, defeasance or other payment plus (B) the Available Amount that is Not Otherwise Applied
plus (C) the Available Equity Amount that is Not Otherwise Applied; and 
 (v) prepayments, redemptions, purchases, defeasances and
other payments in respect of Junior Financings prior to their scheduled maturity; provided that after giving effect to such Restricted Payment (A) on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 4.50 to 1.0 and
(B) there is no continuing Event of Default. 
 (c) Neither Holdings, Intermediate Holdings nor any Borrower will, nor will they permit
any Restricted Subsidiary or Intermediate Parent to, amend or modify any documentation governing any Junior Financing, in each case if the effect of such amendment or modification (when taken as a whole) is materially adverse to the Lenders. 

Notwithstanding anything herein to the contrary, the foregoing provisions of this Section 6.08 will not prohibit the payment of any
Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance or other payment within 60 days after the date of declaration thereof or the giving of such irrevocable notice, as applicable, if at the date of declaration
or the giving of such notice such payment would have complied with the provisions of this Agreement. 

  
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 SECTION 6.09 Transactions with Affiliates. Neither Holdings, Intermediate
Holdings, nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise
engage in any other transactions with, any of its Affiliates, except: 
 (i) (A) transactions with Holdings, Intermediate Holdings, any
Borrower, any Intermediate Parent or any Restricted Subsidiary and (B) transactions involving aggregate payments or consideration of less than $10,000,000; 

(ii) on terms substantially as favorable to Holdings, Intermediate Holdings, such Borrower, such Intermediate Parent or such Restricted
Subsidiary as would be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person other than an Affiliate; 

(iii) the Transactions and the payment of fees and expenses related to the Transactions; 

(iv) issuances of Equity Interests of Holdings, Intermediate Holdings or a Borrower to the extent otherwise permitted by this Agreement; 

(v) employment and severance arrangements between Holdings, Intermediate Holdings, any Borrower, any Intermediate Parent and the Restricted
Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise in connection with the Transactions (including loans and advances pursuant to Sections 6.04(b) and 6.04(p), salary or guaranteed payments and
bonuses); 
 (vi) payments by Holdings (and any direct or indirect parent thereof), Intermediate Holdings, the Borrowers and the Restricted
Subsidiaries pursuant to tax sharing agreements among Holdings (and any such parent thereof), any Intermediate Parent, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries on customary terms to the extent attributable to the
ownership or operation of Intermediate Holdings, the Borrowers and the Restricted Subsidiaries, to the extent payments are permitted by Section 6.08; 

(vii) the payment of customary fees and reasonable
out-of-pocket costs to, and indemnities provided on behalf of, directors, officers and employees of Holdings (or any direct or indirect parent company thereof),
Intermediate Holdings, the Borrowers, any Intermediate Parent and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, any Intermediate Parent, Intermediate Holdings,
the Borrowers and the Restricted Subsidiaries; 
 (viii) transactions pursuant to permitted agreements in existence or contemplated on the
Effective Date and set forth on Schedule 6.09 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; 

  
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 (ix) Restricted Payments permitted under Section 6.08; 

(x) customary payments by Holdings, any Intermediate Parent, Intermediate Holdings, the Borrowers and any of the Restricted Subsidiaries to the
Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions, divestitures or financings), which payments are
approved by the majority of the members of the Board of Directors or a majority of the disinterested members of the Board of Directors of such Person in good faith; 

(xi) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any Permitted Holder or to any
former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of Intermediate Holdings, the Borrowers, any of the Subsidiaries or any direct or indirect parent of any of the foregoing; 

(xii) Holdings and its Subsidiaries may undertake or consummate or otherwise be subject to any IPO Reorganization Transactions; 

(xiii) issuances of up to 0.3% of the outstanding Equity Interests of Holdings, any Intermediate Parent, Intermediate Holdings, the Borrowers
or any of the Restricted Subsidiaries to individual partners; and 
 (xiv) transactions in connection with any Permitted Receivables
Financing. 
 SECTION 6.10 Financial Covenant. If on the last day of any Test Period the sum of (i) the aggregate
principal amount of Revolving Loans then outstanding, plus (ii) the aggregate principal amount of Swingline Loans then outstanding, plus (iii) the amount by which the face amount of Letters of Credit then outstanding (other than Letters of
Credit that are Cash Collateralized) is in excess of $15,000,000 in the aggregate, exceeds 30.0% of the aggregate principal amount of Revolving Commitments then in effect, Holdings will not permit the First Lien Leverage Ratio to exceed 5.90 to 1.00
as of the last day of such Test Period. 
 ARTICLE VII 

EVENTS OF DEFAULT 

SECTION 7.01 Events of Default. If any of the following events (any such event, an “Event of
Default”) shall occur: 
 (a) any Loan Party shall fail to pay any principal of any Loan or any reimbursement obligation in
respect of any LC Disbursement when and as the same shall become due and payable and in the currency required hereunder, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; 

  
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 (b) any Loan Party shall fail to pay any interest on any Loan or any fee or any other amount
(other than an amount referred to in clause (a) of this Section) payable under any Loan Document, when and as the same shall become due and payable and in the currency required hereunder, and such failure shall continue unremedied for a period
of five Business Days; 
 (c) any representation or warranty made or deemed made by or on behalf of Holdings, Intermediate Holdings, any
Borrower or any of the Restricted Subsidiaries in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in
connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made, and such incorrect representation or warranty (if curable) shall
remain incorrect for a period of 30 days after notice thereof from the Administrative Agent to the Borrower; 
 (d) Holdings, Intermediate
Holdings, any Borrower or any of the Restricted Subsidiaries shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.04 (with respect to the existence of Intermediate Holdings or a Borrower),
5.14(b) or in Article VI (other than Section 6.09); provided that (i) any Event of Default under Section 6.10 is subject to cure as provided in Section 7.02 and an Event of Default with respect to such Section shall not
occur until the expiration of the 10th day subsequent to the date on which the financial statements with respect to the applicable fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant
to Section 5.01(a) or Section 5.01(b), as applicable, and (ii) a default under Section 6.10 shall not constitute an Event of Default with respect to the Term Loans unless and until the Required Revolving Lenders shall have
terminated their Revolving Commitments and declared all amounts under the Revolving Loans to be due and payable (such period commencing with a default under Section 6.10 and ending on the date on which the Required Lenders with respect to the
Revolving Credit Facility terminate and accelerate the Revolving Loans, the “Term Loan Standstill Period”); 
 (e)
any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Section), and such failure shall continue unremedied for a period
of 30 days after notice thereof from the Administrative Agent to Holdings; 
 (f) Holdings, Intermediate Holdings, any Borrower or any of the
Restricted Subsidiaries shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to any applicable
grace period); 
 (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or
that enables or permits (with all applicable grace periods having expired) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to (i) secured Indebtedness that becomes due as a result of the sale, transfer or other
disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement) or (ii) termination
events or similar events occurring under any Swap Agreement that constitutes Material Indebtedness (it being understood that clause (f) of this Section will apply to any failure to make any payment required as a result of any such termination
or similar event); 

  
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 (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, court protection, reorganization or other relief in respect of Holdings, Intermediate Holdings, any Borrower or any Significant Subsidiary or its debts, or of a material part of its assets, under any Federal, state or
foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, examiner, sequestrator, conservator or similar official for Holdings, Intermediate Holdings, any
Borrower or any Significant Subsidiary or for a material part of its assets, and, in any such case, such proceeding or petition shall continue undismissed or unstayed for 60 days or an order or decree approving or ordering any of the foregoing shall
be entered; 
 (i) Holdings, Intermediate Holdings, any Borrower or any Significant Subsidiary shall (i) voluntarily commence any
proceeding or file any petition seeking liquidation, court protection, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Section, (iii) apply for or consent to the appointment of a receiver, trustee, examiner, custodian,
sequestrator, conservator or similar official for Holdings, Intermediate Holdings, any Borrower or any Significant Subsidiary or for a material part of its assets, (iv) file an answer admitting the material allegations of a petition filed
against it in any such proceeding or (v) make a general assignment for the benefit of creditors; 
 (j) one or more enforceable
judgments for the payment of money in an aggregate amount in excess of $50,000,000 (to the extent not covered by insurance as to which the insurer has been notified of such judgment or order and has not denied its obligation) shall be rendered
against Holdings, Intermediate Holdings, any Borrower, any of the Restricted Subsidiaries or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed,
or any judgment creditor shall legally attach or levy upon assets of such Loan Party that are material to the businesses and operations of Holdings, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole, to enforce
any such judgment; 
 (k) (i) an ERISA Event occurs that has resulted or would reasonably be expected to result in liability of any Loan
Party under Title IV of ERISA in an aggregate amount that would reasonably be expected to result in a Material Adverse Effect, or (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace
period, any installment payment with respect to its Withdrawal Liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount that would reasonably be expected to result in a Material Adverse Effect; 

  
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 (l) any Lien purported to be created under any Security Document shall cease to be, or shall
be asserted by any Loan Party not to be, a valid and perfected Lien on any material portion of the Collateral, except (i) as a result of the sale or other disposition of the applicable Collateral to a Person that is not a Loan Party in a
transaction permitted under the Loan Documents, (ii) as a result of the Administrative Agent’s failure to (A) maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Security
Documents or (B) file Uniform Commercial Code continuation statements, (iii) as to Collateral consisting of real property, to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied
coverage or (iv) as a result of acts or omissions of the Administrative Agent or any Lender; 
 (m) any material provision of any Loan
Document or any Guarantee of the Loan Document Obligations shall for any reason be asserted by any Loan Party not to be a legal, valid and binding obligation of any Loan Party thereto other than as expressly permitted hereunder or thereunder; 

(n) any Guarantees of the Loan Document Obligations by Holdings, Intermediate Holdings, or Subsidiary Loan Party pursuant to the Guarantee
Agreement shall cease to be in full force and effect (in each case, other than in accordance with the terms of the Loan Documents); or 
 (o)
a Change in Control shall occur; 
 then, and in every such event (other than an event with respect to Holdings, Intermediate Holdings or a Borrower
described in clause (h) or (i) of this Section), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders (or, if an Event of Default resulting from a breach of
the Financial Performance Covenant occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Lenders only, and in such case only with respect to the Revolving Commitments,
Swingline Commitments, and any Letters of Credit) shall, by notice to Holdings, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate
immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to Holdings, Intermediate Holdings or a Borrower described in clause (h) or (i) of this Section, the Commitments shall
automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. 
 SECTION 7.02 Right to
Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings and the Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal
quarter of Holdings, at any time after the beginning of such fiscal quarter until the expiration of the 10th day subsequent to the earlier of (i) the date on which a Compliance Certificate with respect to such fiscal quarter (or the fiscal year
ended on the last day of such fiscal quarter) is delivered in 

  
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accordance with Section 5.01(d) and (ii) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter)
are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable, Holdings shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to the capital of Holdings as
cash common equity or other Qualified Equity Interests (collectively, the “Cure Right”), and upon the receipt by Holdings of the Net Proceeds of such issuance that are Not Otherwise Applied (the “Cure Amount”)
pursuant to the exercise by Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: 

(a) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such
fiscal quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; 

(b) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet
of Holdings and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), Holdings and its Restricted Subsidiaries shall
then be in compliance with the requirements of the Financial Performance Covenants, Holdings and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of
determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this
Agreement; and 
 (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of Holdings
there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 7.02, the
Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this
Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket under Article VI of this Agreement
and there shall not have been a breach of any covenant under Article VI of this Agreement by reason of having no longer included such Cure Amount in any basket during the relevant period. 

SECTION 7.03 Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts
received on account of the Secured Obligations shall be applied by the Administrative Agent in accordance with Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents. Notwithstanding the
foregoing, Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the
allocation to Secured Obligations otherwise set forth in Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents. 

  
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 ARTICLE VIII 

THE ADMINISTRATIVE AGENT 
 Each
of the Lenders and the Issuing Banks hereby irrevocably appoints JPMorgan Chase Bank, N.A. to serve as Administrative Agent and Collateral Agent under the Loan Documents, and authorizes the Administrative Agent and Collateral Agent to take such
actions and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are
solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Banks, and none of Holdings, Intermediate Holdings, the Borrowers or any other Loan Party shall have any rights as a third party beneficiary of any
such provisions. 
 The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a
Lender or an Issuing Bank as any other Lender or Issuing Bank and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in
any other advisory capacity for and generally engage in any kind of business with Holdings, Intermediate Holdings, any Borrower or any other Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and
without any duty to account therefor to the Lenders. 
 The Administrative Agent shall not have any duties or obligations except those
expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or to exercise any discretionary power, except discretionary rights and powers expressly contemplated by the Loan Documents that the
Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in the Loan Documents); provided that the
Administrative Agent shall not be required to take any action that, in its opinion, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, and (c) except as expressly set forth in the Loan
Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings, Intermediate Holdings, any Borrower, any other Subsidiary or any other Affiliate of
any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or
at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 9.02) or
in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by Holdings,


  
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Intermediate Holdings, any Borrower, a Lender or an Issuing Bank and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or
document, (v) the value or the sufficiency of any Collateral or creation, perfection or priority of any Lien purported to be created by the Security Documents or (vi) the satisfaction of any condition set forth in Article IV or elsewhere
in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to
the Administrative Agent. Notwithstanding anything herein to the contrary, the Administrative Agent shall not have any liability arising from any confirmation of the Revolving Exposure or the component amounts thereof. 

The Administrative Agent shall be entitled to rely, and shall not incur any liability for relying, upon any notice, request, certificate,
consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person (including, if applicable, a Responsible Officer or Financial Officer of such Person). The Administrative Agent also may rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person (including, if applicable, a Financial Officer or a Responsible Officer of such Person). The Administrative Agent may consult with legal counsel (who may be counsel for Intermediate Holdings or a
Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

The Administrative Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document
by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of and all their duties
and exercise their rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. 

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may
resign upon 30 days’ notice to the Lenders, the Issuing Banks and Holdings. If the Administrative Agent becomes a Defaulting Lender and is not performing its role hereunder as Administrative Agent, the Administrative Agent may be removed as the
Administrative Agent hereunder at the request of Holdings and the Required Lenders. Upon receipt of any such notice of resignation or upon such removal, the Required Lenders shall have the right, with Holdings’ consent (unless an Event of
Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing), to appoint a successor, which shall be a 

  
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bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing Banks, appoint
a successor Administrative Agent, which shall be an Approved Bank with an office in New York, New York, or an Affiliate of any such Approved Bank (the date upon which the retiring Administrative Agent is replaced, the “Resignation Effective
Date”). 
 If the Person serving as Administrative Agent is a Defaulting Lender, the Required Lenders and Holdings may, to the
extent permitted by applicable law, by notice in writing to such Person remove such Person as Administrative Agent and, with the consent of Holdings, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and
shall have accepted such appointment within 30 days (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. 

With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except (i) that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan
Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and (ii) with respect to any outstanding payment obligations) and
(2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be
made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed
Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan
Documents as set forth in this Section. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring
or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 9.04 shall continue in effect for the benefit of such retiring or removed Administrative
Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative
Agent. 

  
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 Each Lender and each Issuing Bank acknowledges that it has, independently and without
reliance upon the Administrative Agent, any Joint Bookrunner or any other Lender or any Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Joint Bookrunner or any other Lender or any Issuing
Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this
Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. 
 Each Lender, by delivering
its signature page to this Agreement and funding its Loans on the Effective Date, or delivering its signature page to an Assignment and Assumption, Incremental Facility Amendment or Refinancing Amendment pursuant to which it shall become a Lender
hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the
Effective Date. 
 No Lender shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the
Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Lenders in accordance with the terms thereof. In the event of a
foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or
other disposition, and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be
entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase
price for any collateral payable by the Administrative Agent on behalf of the Lenders at such sale or other disposition. Each Lender, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the
Guarantees of the Secured Obligations, to have agreed to the foregoing provisions. 
 Notwithstanding anything herein to the contrary,
neither any Joint Bookrunner nor any Person named on the cover page of this Agreement as a Lead Arranger, a Syndication Agent or a Co- Documentation Agent shall have any duties or obligations under this
Agreement or any other Loan Document (except in its capacity, as applicable, as a Lender or an Issuing Bank), but all such Persons shall have the benefit of the indemnities provided for hereunder, including under Section 9.03, fully as if named
as an indemnitee or indemnified person therein and irrespective of whether the indemnified losses, claims, damages, liabilities and/or related expenses arise out of, in connection with or as a result of matters arising prior to, on or after the
effective date of any Loan Document. 
 To the extent required by any applicable Requirements of Law, the Administrative Agent may withhold
from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.17, each Lender shall indemnify the Administrative Agent against, and shall make payable in respect
thereof within 30 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and 

  
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expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or
any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was
not delivered or not property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective). A certificate as to the amount of
such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender
under this Agreement or any other Loan Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of
rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other obligations under any Loan Document. 

Each party to this Agreement hereby appoints the Administrative Agent and Collateral Agent to act as its agent under and in connection with
the relevant Security Documents. 
 All provisions of this Article VIII applicable to the Administrative Agent shall apply to the Collateral
Agent and the Collateral Agent shall be entitled to all the benefits and indemnities applicable to the Administrative Agent under this Agreement. 

ARTICLE IX 
 MISCELLANEOUS 

SECTION 9.01 Notices. Except in the case of notices and other communications expressly permitted to be given by telephone, all
notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, e-mail or other
electronic transmission, as follows: 
 (a) If to Holdings, Intermediate Holdings or a Borrower, to Peter Klein, Email: XXXXX, Jason Lublin,
Email: XXXXX, Andy Schader, Email: XXXXX and Karen King, Email: XXXXX; 
 (b) If to the Administrative Agent, to JPMorgan Chase Bank, N.A.,
500 Stanton Christiana Road, Ops 2 Floor 3, Newark, DE, 19713, Attention: Neer Reibenbach, Fax: XXXXX, Email: XXXXX; with a copy to JPMorgan Chase Bank, N.A., 500 Stanton Christiana Road, Ops 2 Floor 3, Newark, DE, 19713,
Attention: Jon Krepol, Fax: XXXXX, Email: XXXXX; 
 (c) if to any Issuing Bank, to it at its address (or fax number or email
address) most recently specified by it in a notice delivered to the Administrative Agent, Holdings, Intermediate Holdings and the Borrowers (or, in the absence of any such notice, to the address (or fax number or email address) set forth in the
Administrative Questionnaire of the Lender that is serving as such Issuing Bank or is an Affiliate thereof); 

  
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 (d) if to any Swingline Lenders, to it at its address (or fax number or email address) most
recently specified by it in a notice delivered to the Administrative Agent, Holdings, Intermediate Holdings and the Borrowers (or, in the absence of any such notice, to the address (or fax number or email address) set forth in the Administrative
Questionnaire of the Lender that is serving as such Swingline Lender or is an Affiliate thereof); and 
 (e) if to any other Lender, to it at
its address (or fax number or email address) set forth in its Administrative Questionnaire. 
 Notices and other communications sent by hand
or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by fax or other electronic transmission shall be deemed to have been given when sent
(except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). 

Holdings, Intermediate Holdings and the Borrowers may change their address, email or facsimile number for notices and other communications
hereunder by notice to the Administrative Agent, the Administrative Agent may change its address, email or facsimile number for notices and other communications hereunder by notice to Holdings, Intermediate Holdings and the Borrowers and the Lenders
may change their address, email or facsimile number for notices and other communications hereunder by notice to the Administrative Agent. Notices and other communications to the Lenders and the Issuing Banks hereunder may also be delivered or
furnished by electronic transmission (including email and Internet or intranet websites) pursuant to procedures reasonably approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or Issuing
Bank pursuant to Article II if such Lender or Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic transmission. 

Each Borrower hereby appoints each of Holdings and Intermediate Holdings as its agent for all purposes relevant to this Agreement and each of
the other Loan Documents, including the giving and receipt of notices, it being understood that the Borrowers will receive the proceeds of the initial Loans on the Effective Date. Any acknowledgment, consent, direction, certification or other action
which might otherwise be valid or effective only if given or taken by a Borrower shall be valid and effective if given or taken by Holdings or Intermediate Holdings, whether or not any Borrower joins therein. Any notice, demand, consent,
acknowledgement, direction, certification or other communication delivered to Holdings or Intermediate Holdings in accordance with the terms of this Agreement shall be deemed to have been delivered to the Borrowers. 

  
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 SECTION 9.02 Waivers; Amendments. 

(a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power under any Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of
any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise
have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance, amendment, renewal or extension of a Letter of Credit shall not be
construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Borrower or Holdings or Intermediate
Holdings in any case shall entitle Intermediate Holdings, any Borrower or Holdings to any other or further notice or demand in similar or other circumstances. 

(b) Except as provided in Section 2.20 with respect to any Incremental Facilities, Section 2.21 with respect to any Refinancing
Amendment and Section 2.24 with respect to any Permitted Amendment, neither any Loan Document nor any provision thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing
entered into by Holdings, Intermediate Holdings, the Borrowers, the Administrative Agent (to the extent that such waiver, amendment or modification does not affect the rights, duties, privileges or obligations of the Administrative Agent under this
Agreement, the Administrative Agent shall execute such waiver, amendment or other modification to the extent approved by the Required Lenders) and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or
agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders, provided that no such agreement shall (i) increase the
Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, Event of Default, mandatory prepayment or mandatory
reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender), (ii) reduce the principal amount of any Loan or LC Disbursement (it being understood that a waiver of any Default, Event of Default,
mandatory prepayment or mandatory reduction of the Commitments shall not constitute a reduction or forgiveness in principal) or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender
directly and adversely affected thereby (it being understood that any change to the definition of First Lien Leverage Ratio or in the component definitions thereof shall not constitute a reduction of interest or fees), provided that only the
consent of the Required Lenders shall be necessary to waive any obligation of the Borrowers to pay default interest pursuant to Section 2.13(c), (iii) postpone the maturity of any Loan (it being understood that a waiver of any Default, Event of
Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension of any maturity date), or the date of any scheduled amortization payment of the principal amount of any Loan under Section 2.10 or the
applicable Refinancing Amendment, or the reimbursement date with respect to any LC Disbursement, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, without the written consent of each Lender directly and adversely affected thereby), (iv) change any of the provisions of this Section without the written consent of each Lender directly and adversely


  
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affected thereby, provided that any such change which is in favor of a Class of Lenders holding Loans maturing after the maturity of other Classes of Lenders (and only takes effect
after the maturity of such other Classes of Loans or Commitments) will require the written consent of the Required Lenders with respect to each Class directly and adversely affected thereby, (v) change any of the provisions of this Section
or the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be), (vi) release all or substantially all the value of the Guarantees under the
Guarantee Agreement (except as expressly provided in the Loan Documents) without the written consent of each Lender (other than a Defaulting Lender), (vii) release all or substantially all the Collateral from the Liens of the Security Documents,
without the written consent of each Lender (other than a Defaulting Lender) (except as expressly provided in the Loan Documents) or (viii) change the currency in which any Loan is denominated, without the written consent of each Lender directly
affected thereby; provided, further, that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or any Swingline Lender without the prior written consent
of the Administrative Agent, such Issuing Bank or such Swingline Lender, as the case may be, (B) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by Holdings, Intermediate
Holdings, the Borrowers and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency and (C) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of
Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by Holdings, Intermediate Holdings, the Borrowers
and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the
foregoing, (a) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings, Intermediate Holdings and the Borrowers (i) to add one or more additional credit
facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents and
(ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders on substantially the same basis as the Lenders prior to such inclusion, (b) this Agreement and other Loan Documents may
be amended or supplemented by an agreement or agreements in writing entered into by the Administrative Agent and Holdings, Intermediate Holdings, the Borrowers or any Loan Party as to which such agreement or agreements is to apply, without the need
to obtain the consent of any Lender, to include “parallel debt” or similar provisions, and any authorizations or granting of powers by the Lenders and the other Secured Parties in favor of the Administrative Agent, in each case required to
create in favor of the Administrative Agent any security interest contemplated to be created under this Agreement, or to perfect any such security interest, where the Administrative Agent shall have been advised by its counsel that such provisions
are necessary or advisable under local law for such purpose (with Holdings, Intermediate Holdings and the Borrowers hereby agreeing to, and to cause their subsidiaries to, enter into any such agreement or agreements upon reasonable request of the
Administrative Agent 

  
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promptly upon such request) and (c) upon notice thereof by Holdings to the Administrative Agent with respect to the inclusion of any previously absent financial maintenance covenant, this
Agreement shall be amended by an agreement in writing entered into by the Borrowers and the Administrative Agent without the need to obtain the consent of any Lender to include such covenant on the date of the incurrence of the applicable
Indebtedness to the extent required by the terms of such definition or section. Notwithstanding the foregoing, amendments to or waivers of (x) Section 6.10 (or any component definition thereof as it relates to Section 6.10) or (y) any
other terms or provisions relating solely to the Revolving Commitments (or, subject to subclause (A) above, Swingline Commitments or Letters of Credit) will require only the written approval of a Majority in Interest of the outstanding
Revolving Commitments and the Borrowers. 
 (c) In connection with any proposed amendment, modification, waiver or termination (a
“Proposed Change”) requiring the consent of all Lenders or all directly and adversely affected Lenders, if the consent of the Required Lenders to such Proposed Change is obtained, but the consent to such Proposed Change of other
Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in paragraph (b) of this Section being referred to as a “Non-Consenting
Lender”), then, so long as the Lender that is acting as Administrative Agent is not a Non-Consenting Lender, Holdings may, at its sole expense and effort, upon notice to such Non-Consenting Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such
assignment), provided that (a) Holdings shall have received the prior written consent of the Administrative Agent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as
applicable (and, if a Revolving Commitment is being assigned, each Principal Issuing Bank and Swingline Lender), which consent shall not unreasonably be withheld, (b) such Non-Consenting Lender shall have
received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts (including any amounts under
Section 2.11(a)(i)), payable to it hereunder from the Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (c) unless waived, the Borrowers or
such Eligible Assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.04(b). 

(d) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, the Revolving Commitments, Term Loans and Revolving
Exposure of any Lender that is at the time (i) an Affiliated Lender (other than an Affiliated Debt Fund) or (ii) a Defaulting Lender shall not have any voting or approval rights under the Loan Documents and shall be excluded in determining
whether all Lenders (or all Lenders of a Class), all affected Lenders (or all affected Lenders of a Class) or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to this
Section 9.02); provided that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or
each affected Lender that affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. 

  
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 (e) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary,
each Affiliated Lender (other than an Affiliated Debt Fund) hereby agrees that, if a proceeding under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law shall be commenced by
or against any Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the
Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the
Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection
with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Secured Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the
proposed treatment of similar Secured Obligations held by Lenders that are not Affiliates of the Borrowers. 
 SECTION 9.03
Expenses; Indemnity; Damage Waiver. 
 (a) Holdings, Intermediate Holdings or the Borrowers shall pay, if
the Effective Date occurs, (i) all reasonable and documented or invoiced out of pocket expenses incurred by the Administrative Agent and its Affiliates (without duplication), including the reasonable fees, charges and disbursements of Cahill
Gordon & Reindel LLP and to the extent reasonably determined by the Administrative Agent to be necessary one local counsel in each applicable jurisdiction or otherwise retained with the Borrowers’ consent, in each case for the
Administrative Agent, and to the extent retained with Holdings’ consent, consultants, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments,
modifications or waivers of the provisions thereof and (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent,
each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Issuing Banks and the Lenders, in connection with the enforcement or protection of its rights in connection with the Loan
Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and one local counsel in each applicable jurisdiction and, in the case of a conflict of interest, one
additional counsel per affected party. 
 (b) Holdings, Intermediate Holdings and the Borrowers shall indemnify each Agent, each Issuing
Bank, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and
reasonable and documented or invoiced out-of-pocket fees and expenses of one counsel and one local counsel in each applicable jurisdiction (and, in the case of a
conflict of interest, where the Indemnitee affected by such conflict notifies Holdings of the existence of such conflict and thereafter retains its own counsel, one additional counsel) for all Indemnitees (which may include a single special counsel
acting in multiple jurisdictions), incurred by or asserted against any Indemnitee by any third party or by Holdings or any 

  
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Subsidiary arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated thereby, the performance
by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom
(including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any
way arising from or relating to any of the foregoing, any actual or alleged presence or Release of Hazardous Materials on, at or from any Mortgaged Property or any other property currently or formerly owned or operated by Holdings, Intermediate
Holdings, any Borrower or any Restricted Subsidiary, or any other Environmental Liability, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any
other theory, whether brought by a third party or by Holdings or any Subsidiary and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final, non- appealable judgment to have resulted from the gross negligence, bad faith or
willful misconduct of, or a material breach of the Loan Documents by, such Indemnitee or its Related Parties or (ii) any dispute between and among indemnified persons that does not involve an act or omission by Holdings, Intermediate Holdings,
any Borrower or any of the Restricted Subsidiaries except that each Agent, the Lead Arrangers and the Joint Bookrunners shall be indemnified in their capacities as such to the extent that none of the exceptions set forth in clause (i) applies
to such Person at such time. 
 (c) To the extent that Holdings, Intermediate Holdings or any Borrower fails to pay any amount required to be
paid by it to the Administrative Agent, any Swingline Lender or any Issuing Bank under paragraph (a) or (b) of this Section, and without limiting Holdings’, Intermediate Holdings’ or any Borrower’s obligation to do so, each
Lender severally agrees to pay to the Administrative Agent, such Swingline Lender or such Issuing Bank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Swingline Lender or
such Issuing Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the aggregate Revolving Exposures, outstanding Loans and unused Commitments at the time. The
obligations of the Lenders under this paragraph (c) are subject to the last sentence of Section 2.02(d) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph (c)). 

(d) To the fullest extent permitted by applicable law, none of Holdings, Intermediate Holdings or any Borrower shall assert, and each hereby
waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet),
provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have
resulted from the gross negligence or willful misconduct of, or a breach of the Loan Documents by, such Indemnitee or its Related Parties, or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement or instrument contemplated thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. 

  
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 (e) All amounts due under this Section shall be payable not later than 10 Business Days
after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled
to indemnification with respect to such payment pursuant to this Section 9.03. 
 SECTION 9.04 Successors and
Assigns. 
 (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Lender (and any attempted assignment or transfer by a Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in
accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the
Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank
and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b) (i) Subject to the
conditions set forth in clause (ii) and paragraph (g) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the
Loans at the time owing to it) with the prior written consent (such consent (except with respect to assignments to competitors of Holdings, Intermediate Holdings or any Borrower) not to be unreasonably withheld or delayed) of (A) Holdings,
provided that no consent of Holdings shall be required for an assignment (1) by a Term Lender to any Lender or an Affiliate of any Lender, (2) by a Term Lender to an Approved Fund or (3) if an Event of Default under
Section 7.01(a), (b), (h) or (i) has occurred and is continuing, by a Term Lender or a Revolving Lender to any other assignee; and provided, further, that Holdings shall have the right to withhold its consent to any
assignment if, in order for such assignment to comply with applicable law, Holdings would be required to obtain the consent of, or make any filing or registration with, any Governmental Authority, (B) the Administrative Agent; provided
that no consent of the Administrative Agent shall be required for an assignment of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or to Holdings or any Affiliate thereof and (C) each Principal Issuing Bank and Swingline
Lender, provided that no consent of any Issuing Bank or Swingline Lender shall be required for an assignment of all or any portion of a Term Loan or Term Commitment. Notwithstanding anything in this Section 9.04 to the contrary, if any
Person the consent of which is required by this paragraph with respect to any assignment of Term Loans has not given the Administrative Agent written notice of its objection to such assignment within 10 Business Days after written notice to such
Person, such Person shall be deemed to have consented to such assignment. 

  
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 (ii) Assignments shall be subject to the following additional conditions: (A) except in
the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the
assigning Lender subject to each such assignment (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment or, if no trade date is so specified, as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent) shall not be less than in the case of a Revolving Loan or Revolving Commitment, $5,000,000 (and integral multiples of $1,000,000 in excess thereof) or, in the case of a Term Loan,
$1,000,000 (and integral multiples of $1,000,000 in excess thereof), unless Holdings and the Administrative Agent otherwise consent (such consent not to be unreasonably withheld or delayed), provided that no such consent of Holdings shall be
required if an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing, (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement, provided that this subclause (B) shall not be construed to prohibit assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of
Commitments or Loans, (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (which shall include a representation by the assignee that is not a Disqualified Lender or an Affiliate
of a Disqualified Lender (so long as the list of Disqualified Lenders has been made available to all Lenders)), together (unless waived by the Administrative Agent) with a processing and recordation fee of $3,500, provided that assignments
made pursuant to Section 2.19 or Section 9.02(c) shall not require the signature of the assigning Lender to become effective; provided further that such recordation fee shall not be payable in the case of assignments by any
Affiliate of the Joint Bookrunners, (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.17(e) and an Administrative Questionnaire in which the assignee designates one
or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the Loan Parties and their Related Parties or their respective
securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws and (E) unless Holdings otherwise consents, no
assignment of all or any portion of the Revolving Commitment of a Lender that is also a Swingline Lender or an Issuing Bank may be made unless (1) the assignee shall be or become a Swingline Lender and/or an Issuing Bank, as applicable, and
assume a ratable portion of the rights and obligations of such assignor in its capacity as Swingline Lender and Issuing Bank, or (2) the assignor agrees, in its discretion, to retain all of its rights with respect to and obligations to make or
issue Swingline Loans and Letters of Credit, as applicable, hereunder in which case the Applicable Fronting Exposure of such assignor may exceed such assignor’s Revolving Commitment for purposes of Section 2.04(a) and Section 2.05(b)
by an amount not to exceed the difference between the assignor’s Revolving Commitment prior to such assignment and the assignor’s Revolving Commitment following such assignment; provided that no such consent of Holdings shall be
required if an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing. 

  
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 (iii) Subject to acceptance and recording thereof pursuant to clause (v) of this
paragraph (b), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of (subject to the obligations and
limitations of) Sections 2.15, 2.16, 2.17 and 9.03 and to any fees payable hereunder that have accrued for such Lender’s account but have not yet been paid). Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.04(c)(i). 

(iv) The Administrative Agent, acting for this purpose as an agent of Holdings and the Borrowers, shall maintain at one of its offices a copy
of each Assignment and Assumption delivered to it, each Affiliated Lender Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal and interest
amounts of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Holdings, Intermediate
Holdings, the Borrowers, the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection
by Holdings, Intermediate Holdings, the Borrowers and, solely with respect to its Loans or Commitments, any Lender, at any reasonable time and from time to time upon reasonable prior notice. Notwithstanding the foregoing, in no event shall the
Administrative Agent be obligated to ascertain, monitor or inquire as to whether any Lender is an Affiliated Lender, nor shall the Administrative Agent be obligated to monitor the aggregate amount of the Loans or Incremental Facilities held by
Affiliated Lenders. 
 (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee,
the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.17(e) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this paragraph (b) and
any written consent to such assignment required by this paragraph (b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes
of this Agreement unless it has been recorded in the Register as provided in this paragraph (b). 
 (vi) The words “execution,”
“signed,” “signature” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act. 

  
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 (c) (i) Any Lender may, without the consent of Holdings or the Administrative Agent,
sell participations to one or more banks or other Persons (other than to a Person that is not an Eligible Assignee; provided that for the purposes of this provision, Disqualified Lenders shall be deemed to be Eligible Assignees unless a list
of Disqualified Lenders has been made available to all Lenders by Holdings) (a “Participant”); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations and (C) Holdings, Intermediate Holdings, the Borrowers, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the
sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents, provided that such agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that directly and adversely affects such Participant. Subject to clause (ii) below, the Borrowers agree that each Participant
shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the obligations and limitations thereof, it being understood that any tax forms required by Section 2.17(e) shall be provided to the Lender) to the same extent as if
it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender,
provided that such Participant shall be subject to Section 2.18(c) as though it were a Lender. 
 (ii) A Participant shall not be
entitled to receive any greater payment under Section 2.15 2.16 or Section 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Borrower’s prior consent (not to be unreasonably withheld or delayed). 
 (iii) Each Lender that
sells a participation shall, acting solely for this purpose as a non- fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal and
interest amounts of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”), provided that no Lender shall have any obligation to disclose all or any portion of
the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) except to the extent that such
disclosure is necessary in connection with a Tax audit or other proceeding to establish that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States
Treasury Regulations. The entries in the Participant Register shall be conclusive (absent manifest error), and each Person whose name is recorded in the Participant Register pursuant to the terms hereof shall be treated as a Participant for all
purposes of this Agreement, notwithstanding notice to the contrary 

  
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 (d) Any Lender may, without the consent of Holdings, the Borrowers or the Administrative
Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other
central bank, and this Section shall not apply to any such pledge or assignment of a security interest, provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto. 
 (e) In connection with any assignment of rights and obligations
of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent
in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the
Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and
satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and
participations in Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective
under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 

(f) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special
purpose funding vehicle (an “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to the Borrowers all or any part of any Loan that such
Granting Lender would otherwise be obligated to make to the Borrowers pursuant to this Agreement, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan and (ii) if an SPV elects not to exercise
such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting
Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain
with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPV, such party will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the United States or any State 

  
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thereof. In addition, notwithstanding anything to the contrary contained in this Section 9.04, any SPV may (i) with notice to, but without the prior written consent of, the Borrowers
and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrowers and Administrative Agent)
providing liquidity or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV. 

(g) Any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement to the Affiliated Lenders, subject
to the following limitations: 
 (1) Affiliated Lenders will not receive information provided solely to Lenders by the
Administrative Agent or any Lender and will not be permitted to attend or participate in meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of Borrowings, notices of prepayments and other
administrative notices in respect of its Loans or Commitments required to be delivered to Lenders pursuant to Article II; provided, however, that the foregoing provisions of this clause will not apply to the Affiliated Debt Funds; 

(2) for purposes of any amendment, waiver or modification of any Loan Document (including such modifications pursuant to
Section 9.02), or, subject to Section 9.02(e), any plan of reorganization pursuant to the U.S. Bankruptcy Code, that in either case does not require the consent of each Lender or each affected Lender or does not adversely affect such
Affiliated Lender in any material respect as compared to other Lenders, Affiliated Lenders will be deemed to have voted in the same proportion as the Lenders that are not Affiliated Lenders voting on such matter; and each Affiliated Lender hereby
acknowledges, agrees and consents that if, for any reason, its vote to accept or reject any plan pursuant to the U.S. Bankruptcy Code is not deemed to have been so voted, then such vote will be (x) deemed not to be in good faith and (y)
“designated” pursuant to Section 1126(e) of the U.S. Bankruptcy Code such that the vote is not counted in determining whether the applicable class has accepted or rejected such plan in accordance with Section 1126(c) of the U.S.
Bankruptcy Code; provided that Affiliated Debt Funds will not be subject to such voting limitations and will be entitled to vote as any other Lender; 

(3) Affiliated Lenders may not purchase Revolving Loans; 

(4) the aggregate principal amount of Loans purchased by assignment pursuant to this Section 9.04 and held at any one time
by Affiliated Lenders (other than Affiliated Debt Funds) may not exceed 25.0% of the outstanding principal amount of all Loans plus the outstanding principal amount of all term loans made pursuant to any Incremental Facility calculated at the time
such Loans are purchased (such percentage, the “Affiliated Lender Cap”); provided that to the extent any assignment to an Affiliated Lender would result in the aggregate principal amount of all Loans held by
Affiliated Lenders exceeding the Affiliated Lender Cap, the assignment of such excess amount will be void ab initio; and 

  
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 (5) the assigning Lender and the Affiliated Lender purchasing such
Lender’s Loans shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit B hereto (an “Affiliated Lender Assignment and Assumption”);
provided that each Affiliated Lender agrees to notify the Administrative Agent and the Borrowers promptly (and in any event within 10 Business Days) if it acquires any Person who is also a Lender, and each Lender agrees to notify the
Administrative Agent and the Borrowers promptly (and in any event within 10 Business Days) if it becomes an Affiliated Lender. 
 Notwithstanding anything
in Section 9.02 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other
action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent, Collateral
Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, the aggregate amount of Loans held by any Affiliated Debt Funds shall be deemed to be not outstanding to the extent in excess
of 49.9% of the amount required for all purposes of calculating whether the Required Lenders have taken any actions. 
 Each Affiliated
Lender by its acquisition of any Loans outstanding hereunder will be deemed to have waived any right it may otherwise have had to bring any action in connection with such Loans against the Administrative Agent, in its capacity as such, and will be
deemed to have acknowledged and agreed that the Administrative Agent shall not have any liability for any losses suffered by any Person as a result of any purported assignment to or from an Affiliated Lender. 

(h) Assignments of Term Loans to any Purchasing Borrower Party shall be permitted through open market purchases and/or, so long as any offer to
purchase or take by assignment (other than through open market purchases) by such Purchasing Borrower Party shall have been made to all Term Lenders on a pro rata basis, through procedures (and subject to the terms) set forth in
Section 2.11(a)(ii), so long as (i) no Event of Default has occurred and is continuing, (ii) the Term Loans purchased are immediately cancelled and (iii) no proceeds from any loan under the Revolving Credit Facility shall be used
to fund such assignments. 
 (i) Upon any contribution of Loans to a Borrower or any Restricted Subsidiary and upon any purchase of Loans by
a Purchasing Borrower Party, (A) the aggregate principal amount (calculated on the face amount thereof) of such Loans shall automatically be cancelled and retired by the Borrowers on the date of such contribution or purchase (and, if requested
by the Administrative Agent, with respect to a contribution of Loans, any applicable contributing Lender shall execute and deliver to the Administrative Agent an Assignment and Assumption, or such other form as may be reasonably requested by the
Administrative Agent, in respect thereof pursuant to which the respective Lender assigns its interest in such Loans to the Borrowers for immediate cancellation) and (B) the Administrative Agent shall record such cancellation or retirement in
the Register. 

  
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 SECTION 9.05 Survival. All covenants, agreements, representations and warranties
made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to any Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any
Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued
interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16,
2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, in the event that, in connection with the refinancing or repayment in full of the
credit facilities provided for herein, an Issuing Bank shall have provided to the Administrative Agent a written consent to the release of the Revolving Lenders from their obligations hereunder with respect to any Letter of Credit issued by such
Issuing Bank (whether as a result of the obligations of any Borrower (and any other account party) in respect of such Letter of Credit having been collateralized in full by a deposit of cash with such Issuing Bank or being supported by a letter of
credit that names such Issuing Bank as the beneficiary thereunder, or otherwise), then from and after such time such Letter of Credit shall cease to be a “Letter of Credit” outstanding hereunder for all purposes of this Agreement and the
other Loan Documents, and the Revolving Lenders shall be deemed to have no participations in such Letter of Credit, and no obligations with respect thereto, under Section 2.05(e) or (f). 

SECTION 9.06 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect
to fees payable to the Administrative Agent or the syndication of the Loans and Commitments constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by facsimile or other electronic means shall be effective as delivery of an original counterpart of this Agreement. 

SECTION 9.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

  
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 SECTION 9.08 Right of Setoff. If an Event of Default under
Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or such Issuing Bank to or for the credit or the account of a
Borrower against any of and all the obligations of the Borrowers then due and owing under this Agreement held by such Lender or Issuing Bank, irrespective of whether or not such Lender or Issuing Bank shall have made any demand under this Agreement
and although such obligations are owed to a branch or office of such Lender or Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness. The applicable Lender and applicable Issuing Bank shall notify
Holdings and the Administrative Agent of such setoff and application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of each
Lender and each Issuing Bank under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or such Issuing Bank may have. Notwithstanding the foregoing, no amount set off from any Guarantor shall
be applied to any Excluded Swap Obligation of such Guarantor. 
 SECTION 9.09 Governing Law; Jurisdiction; Consent
to Service of Process. 
 (a) This Agreement shall be construed in accordance with and governed by the law of
the State of New York. 
 (b) Each of parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the
exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York sitting in New York County, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in any Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to
any Loan Document against Holdings, Intermediate Holdings, the Borrowers or their respective properties in the courts of any jurisdiction. 

(c) Each of parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to any Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

  
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 (d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01. Nothing in any Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 

SECTION 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

SECTION 9.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

SECTION 9.12 Confidentiality. 

(a) Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees, trustees and agents, including accountants, legal counsel and other agents and advisors (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential and any failure of such Persons to comply with this Section 9.12 shall constitute a breach of
this Section 9.12 by the Administrative Agent, any Issuing Bank or the relevant Lender, as applicable), (b) (x) to the extent requested by any regulatory authority, required by applicable law or by any subpoena or similar legal process or
(y) necessary in connection with the exercise of remedies; provided that, (i) in each case, unless specifically prohibited by applicable law or court order, each Lender and the Administrative Agent shall notify Holdings of any
request by any governmental agency or representative thereof (other than any such request in connection with an examination of the financial condition of such Lender by such governmental agency or other routine examinations of such Lender by such
governmental agency) for disclosure of any such non-public information prior to disclosure of such information and (ii) in the case of clause (y) only, each Lender and the Administrative Agent shall
use reasonable best efforts to ensure that such Information is kept confidential in connection with the exercise of such remedies, and provided, further, that in no event shall any Lender or the Administrative Agent be obligated or
required to return any materials furnished by Holdings, Intermediate Holdings, any Borrower or any of their Subsidiaries, (c) to any other party to this Agreement, (d) subject to an agreement containing confidentiality undertakings
substantially similar to those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations 

  
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under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any Swap Agreement relating to any Loan Party or their Subsidiaries and its obligations under the
Loan Documents, (e) with the consent of Holdings, in the case of Information provided by Holdings, Intermediate Holdings, any Borrower or any other Subsidiary, (f) to the extent such Information (i) becomes publicly available other
than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than Holdings, Intermediate Holdings or any Borrower or
(g) to any ratings agency or the CUSIP Service Bureau on a confidential basis. In addition, the Agents and the Lenders may disclose the existence of this Agreement and publicly available information about this Agreement to market data
collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments and the Borrowings
hereunder. For the purposes of this Section, “Information” means all information received from Holdings, Intermediate Holdings or any Borrower relating to Holdings, Intermediate Holdings, any Borrower, any Subsidiary or their
business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by Holdings, Intermediate Holdings or any Borrower. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person
would accord to its own confidential information. 
 (b) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED
TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING HOLDINGS, THE BORROWERS, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES AND CONFIRMS THAT IT
HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH
THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. 
 (c) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND
AMENDMENTS FURNISHED BY THE BORROWERS OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT, WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC
INFORMATION ABOUT HOLDINGS, INTERMEDIATE HOLDINGS, THE BORROWERS, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS
IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW,
INCLUDING FEDERAL AND STATE SECURITIES LAWS. 

  
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 SECTION 9.13 USA Patriot Act. Each Lender and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies each Loan Party that pursuant to the requirements of Title III of the USA Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information
includes the name and address of such Loan Party and other information that will allow such Lender or Administrative Agent, as applicable, to identify each Loan Party in accordance with the Title III of the USA Patriot Act. 

SECTION 9.14 Judgment Currency. 

(a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another
currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be
purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given. 
 (b) The obligations
of the Borrowers in respect of any sum due to any party hereto or any holder of any obligation owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable
Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of
the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor
against such loss. The obligations of the Borrowers under this Section shall survive the termination of this Agreement and the payment of all other amounts owing hereunder. 

SECTION 9.15 Release of Liens and Guarantees. A Loan Party shall automatically be released from its obligations
under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement
as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or (2) upon the request of the
Borrowers, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to Holdings,
Intermediate Holdings, any Borrower or any other Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement or (ii) the effectiveness of any written consent to the release of the Lien or security interest created
under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such
guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any
termination or release pursuant 

  
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to this Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence
such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. The Lenders irrevocably authorize the Administrative Agent to release or subordinate
any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv) or Section 6.02(xxii) to the extent
required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent). 

SECTION 9.16 No Fiduciary Relationship. Each of Holdings, Intermediate Holdings and each Borrower, on behalf of itself and
its Subsidiaries, agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, Holdings, Intermediate Holdings, the Borrowers, the other Subsidiaries and their Affiliates, on the
one hand, and the Administrative Agent, the Lenders and their Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, the Lenders
or their Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications. 

SECTION 9.17 Effectiveness of the Mergers. The Target shall have no rights or obligations hereunder until the
consummation of the Acquisition and the merger with Iris Merger Sub and any representations and warranties of the Target hereunder shall not become effective until such time. Upon consummation of the Acquisition, the Target shall succeed to all the
rights and obligations of Iris Merger Sub under this Agreement and the other Loan Documents to which they are a party and all representations and warranties of the Target shall become effective as of the date hereof, without any further action by
any Person. 
 SECTION 9.18 Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the
contrary, prior to the consummation of the Mergers, the Borrower shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations, as provided in Section 2.02(d). Immediately after the
consummation of the Mergers, the Borrowers shall have joint and several liability in respect of all Loan Document Obligations, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which
may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or
any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or
right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a requests for borrowings under
Section 2.03) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought 

  
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against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan
Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan
Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first above written. 
  

			
	 WME IMG HOLDINGS, LLC,

      as Holdings

		
	By:	 	 /s/ Richard Miao

		 	Name: Richard Miao
		 	Title: Authorized Signatory
	
	 WME IMG, LLC,

      as Intermediate Holdings

		
	By:	 	 /s/ Richard Miao

		 	Name: Richard Miao
		 	Title: Authorized Signatory
	
	 WILLIAM MORRIS ENDEAVOR

      ENTERTAINMENT, LLC,

      as Borrower

		
	By:	 	 /s/ Richard Miao

		 	Name: Richard Miao
		 	Title: Authorized Signatory
	
	 IRIS MERGER SUB, INC.,

      as Borrower

		
	By:	 	 /s/ Richard Miao

		 	Name: Richard Miao
		 	Title: Authorized Signatory


 [Project Iris – First Lien Credit Agreement] 












 
			
	 JPMORGAN CHASE BANK, N.A.,

      as Lender, Administrative Agent, Collateral

      Agent, Swingline Lender and Issuing Bank

		
	By:	 	 /s/ Nicholas Gitron-Beer

		 	Name: Nicholas Gitron-Beer
		 	Title: Vice President


 [Project Iris – First Lien Credit Agreement] 












 Execution Version 

Schedule 1.01(a) Excluded Subsidiaries 
 E
Books LLC 
 Endeavor Media Access, LLC 
 Luumena Management,
LLC 
 William Morris Endeavor Entertainment Foundation 

Wilshire Advertising, LLC 
 WME ITG, LLC 

WME Land Investments, LLC 
 WME Marketing Holdings, LLC 

WME Touring, LLC 
 X4 Entertainment, Inc. 












 Schedule 1.01(b) Existing LCs 

 

	1.	 Irrevocable Standby Letter of Credit No. TFTS-262146 in the principal aggregate amount of $1,147,560, dated
July 13, 2012, issued by JPMorgan Chase Bank, N.A., to IMG Worldwide, Inc., with 200 Fifth Owner LLC c/o L&L Holding Company, LLC as beneficiary, as amended by Amendment No. 1, dated July 16, 2012. 



 

	2.	 Irrevocable Standby Letter of Credit No. TFTS-885232 in the principal aggregate amount of $500,000, dated
October 14, 2010, issued by JPMorgan Chase Bank, N.A. to Collegiate Licensing Company, with The University of Texas at Austin as beneficiary. 


  

	3.	 Irrevocable Standby Letter of Credit No. TFTS-851472 in the principal aggregate amount of $93,750, dated
June 11, 2010, issued by JPMorgan Chase Bank, N.A., to IMG Worldwide Holdings, Inc., with 25th Street Art Partners LLC c/o L&L Holding Company, LLC as beneficiary. 



 

	4.	 Irrevocable Standby Letter of Credit No. TPTS-792873 in the principal aggregate amount of $3,150,000, dated
August 26, 2009, issued by JPMorgan Chase Bank, N.A. to IMG Worldwide, Inc., with Canal Air, LLC as beneficiary, as amended by Amendment No. 1 to Irrevocable Standby Letter of Credit, dated September 12, 2011. 



 

	5.	 Irrevocable Standby Letter of Credit No. TPTS-601221 in the principal aggregate amount of $960,833, dated
May 7, 2008, issued by JPMorgan Chase Bank, N.A. to IMG Worldwide, Inc., with 304 Park Avenue South Limited Liability Company c/o Walter & Samuels, Inc. as beneficiary, as amended by Amendment No. 1 to Irrevocable Standby Letter
of Credit, dated August 26, 2011, as further amended by Amendment No. 2 to Irrevocable Standby Letter of Credit, dated June 4, 2012, and as further amended by Amendment No. 3 to Irrevocable Standby Letter of Credit, dated
May 10, 2013. On August 2, 2012, the rights of 304 Park Avenue South Limited Liability Company c/o Walter & Samuels, Inc. under this Letter of Credit were transferred in their entirety to 304 Pas Owner LLC c/o SL Green Realty
Corp. 














 Schedule 2.01(a) Term Commitments 

 

					
	Term Lender	  	Term Commitment	 
	 JPMorgan Chase Bank, N.A.
	  	$	1,900,000,000.00	 
		  	  
	  
	 
	 Total
	  	$	1,900,000,000.00	 













 Schedule 2.01(b) Revolving Commitments 

 

					
	Revolving Lender	  	Revolving Commitment	 
	 JPMorgan Chase Bank, N.A.
	  	$	22,666,666.67	 
	 Barclays Bank PLC
	  	$	22,666,666.67	 
	 Royal Bank of Canada
	  	$	22,666,666.66	 
	 Deutsche Bank AG New York Branch
	  	$	12,000,000.00	 
	 Credit Suisse AG
	  	$	10,000,000.00	 
	 UBS AG, Stamford Branch
	  	$	10,000,000.00	 
		  	  
	  
	 
	 Total
	  	$	100,000,000.00	 













 Schedule 3.05 Effective Date Material Real Property 

None. 












 Schedule 3.12 Subsidiaries 

Unless otherwise specified next to the entity by the percentage of ownership, each Subsidiary is wholly-owned, either directly or indirectly, by Holdings.

 5500-34, LLC (IMG Academy, LLC owns 93%) 

Access Research Holdings, LLC (William Morris Endeavor Entertainment, LLC owns 70%) 

A Company for Art and Commerce, LLC 
 A Corporation for Art and
Commerce, S.à r.l. 
 Academy Park Villas L.L.C. 

Academy Resorts L.L.C. (IMG Academy, LLC owns 95%) Angel GmbH 

Aqua Games (UK) Limited 
 Ari Fleischer Sports Communications, LLC
(IMG Worldwide, LLC owns 50%) 
 Asian Tour Media Pte. Ltd. (IMG Singapore Pte. Ltd. owns 50%) 

ASM Sports Properties, LLC (wholly owned by Gamecock Sports Properties, LLC, 

which is 51% owned by IMG College, LLC) 
 Bloomberg Sports, LLC
(William Morris Endeavor Entertainment, LLC owns 32%) 
 BootsNBeach Country Music Festival, LLC (William Morris Endeavor Entertainment, LLC owns 51%) 

Brand Events Taste of Christmas Limited 
 BSI Speedway (Holdings)
Limited 
 BSI Speedway Limited 
 Bollettieri Development
Company, LLC 
 Catalyst Public Relations, LLC 
 CCTV IMG Sports
Management Co., Ltd. (IMG Worldwide, LLC owns 32%) 
 CDX Entretenimento S.A. (IMG Brazil, LLC owns 11.3%) 

Challenger UK Limited 
 Challenger World Inc. 

Challenger World Ltd 
 Chaotic Moon, LLC (William Morris Endeavor
Entertainment, LLC owns 50%) 
 Clemson Tigers Sports Properties, LLC (IMG College, LLC owns 49%) 

Collegiate Licensing Company, LLC 
 Combine360, LLC 

Crimson Tide Sports Marketing LLC (IMG College, LLC owns 21%) 

CSI International Holdings SA 
 CSI International NV 

CSI S.A. 
 CSI Sports Limited 

CSI Sports Trading Ltd. 
 DC711 Spa LLC 

E Books LLC 
 EBX-IMG, LLC
(IMX Holdings, S.A. owns 100%) 
 Endeavor Media Access, LLC 

Enetpulse ApS (IMG Data Ltd. owns 100%) 
 Enetpulse DP ApS
(Enetpulse ApS owns 100%) 
 Enetpulse EOOD (Enetpulse ApS owns 100%) 

Enetpulse Pakistan (Enetpulse ApS owns 100%) 
 European Golf
Design Limited (International Management Group Ltd. owns 50%) 
 European Sport Promotions, Ltd. 

European Sports Merchandising B.V. 
 European Tournament
Organizers, Ltd. 












 Event Links International, LLC 

Evert Tennis Academy Limited Liability Company (International Merchandising Company, LLC owns 48%) 

First Round Media, LLC (IMG College, LLC owns 15%) 
 Formula Drift
Holdings LLC (IMG Worldwide, LLC owns 52.5%) 
 Gamecock Sports Properties LLC (IMG College, LLC owns 51%) 

Georgia Sports Properties LLC 
 Golf Live Ltd. (International
Management Group (UK) Limited owns 25%) 
 Grab Analytics, LLC (William Morris Endeavor Entertainment, LLC owns 22%) 

Grab Games, LLC (William Morris Endeavor Entertainment, LLC owns 25%) 

Grab, LLC (William Morris Endeavor Entertainment, LLC owns 25%) 

GoogooSwap, LLC (William Morris Endeavor Entertainment, LLC owns 63%) 

Hall of Fame Properties LLC (IMG College, LLC owns 25%) 

Hurricane Sports Properties, LLC (IMG College, LLC owns 49%) 

Ignite 360, LLC 
 IMG Academies Golf & Country Club, LLC

 IMG Academy, LLC 
 IMG Advisory Private Limited 

IMG BEC-Tero Sports & Entertainment Company Limited (IMG Worldwide, LLC owns 49%) 

IMG Brazil, LLC 
 IMG Brazil, Ltda. 

IMG-Canada, Limited 
 IMG
China LLC (IMG Worldwide, LLC owns 71.1%) 
 IMG College, LLC 

IMG College Lab, LLC (Collegiate Licensing Company, LLC owns 50%) 

IMG College Premium Events, LLC 
 IMG College Seating, LLC 

IMG Data Ltd. (IMG Media Limited owns 75%) 
 IMG Dogus Spor Moda
ve Medya Hizmetleri ve Ticaret Anonim Sirketi (IMG Turkey, LLC owns 50%) 
 IMG Enstrom AB 

IMG-GMC LLC (IMG Worldwide, LLC owns 50%) 

IMG Italy Srl 
 IMG Investments Limited Liability Company 

IMG Investments II Limited Liability Company 
 IMG Learfield
Ticket Solutions, LLC (IMG College, LLC owns 50%) 
 IMG LLC 

IMG Magyarország Kft. (International Management 
 Group
Hungary Trade and Service Limited Liability Company) 
 IMG Media Australia Pty Limited (f/k/a TWI Australia Pty Ltd.) 

IMG Media Limited 
 IMG Media LLC 

IMG Media Netherlands B.V. 
 IMG Models, LLC 

IMG Overseas (Malaysia) Sdn. Bhd. 
 IMG Performance, LLC 

IMG Performers, LLC 
 IMG Productions, LLC 

IMG Reliance Pvt. Ltd. (IMG Singapore Pte Ltd. owns 50%) 
 IMG
Services (Thailand) Limited 
 IMG Singapore Pte. Ltd. 












 IMG Sports Development (Shanghai) Limited 

IMG Sports Development Limited – Beijing Branch 
 IMG Sports
Media Scotland Ltd. 
 IMG Sports Technology Group Pty. Ltd. (International Management Group of America, Pty. Ltd. owns 50%) 

IMG Sports Technology Group (UK) Limited (IMG Sports Technology Group Pty. Ltd. owns 100%) 

IMG Sweden AB 
 IMG Talent Agency, LLC 

IMG Turkey, LLC 
 IMG Worldwide, LLC 

IMX Arts S.A. (IMX Holdings, S.A. owns 50%) 
 IMX Esporte E
Entretenimento Ltda. (IMX Holdings, S.A. owns 100%) 
 IMX Holdings, S.A. (IMG Brazil, LLC owns 50%) 

IMX Live S.A. (IMX Holdings, S.A. owns 10%) 
 IMX Venues E Arenas
S.A. (IMX Holdings, S.A. owns 10%) 
 Indonesian Masters Pte Ltd. (IMG Singapore Pte. Ltd. owns 50%) 

International Games Broadcast Services (IGBS) AG (International Management Group (Schweiz) SA owns 50%) 

International Management Group Austria GmbH 
 International
Management Group GmbH 
 International Management Group (Overseas), Inc. Abu Dhabi 

International Management Group (Overseas), Inc. Barcelona 

International Management Group (Overseas), Inc. Beijing 

International Management Group (Overseas), Inc. Buenos Aires 

International Management Group (Overseas), Inc. Dubai 

International Management Group (Overseas), Inc. Hong Kong 

International Management Group (Overseas), Inc. Korea 

International Management Group (Overseas), Inc. Taiwan 

International Management Group (Overseas), Inc. Tokyo 

International Management Group (Overseas), LLC 
 International
Management Group (Overseas) Norsk Adveling Av Utenlandsk Foretak – International Management Group (Overseas), Inc. Norway 
 International Management
Group (N.Z.), Ltd. 
 International Management Group of America (Pty.) Limited 

International Management Group S.A.S. 
 International Management
Group (Schweiz) A.G. 
 International Management Group (South Africa) (Pty.) Limited 

International Management Group Srl 
 International Merchandising
Company, LLC 
 International Merchandising Company, LLC – India Branch 

International Management Group (U.K.) Limited 
 International
Players Championship, LLC 
 International Venue Group Pty. Ltd. (International Management Group of America, Pty. Ltd. owns 50%) 

Iris Merger Sub, Inc.1 

IVG Limited (IMG Worldwide, LLC owns 65%) 
 Jingle Punks Canada,
Inc. (William Morris Endeavor Entertainment, LLC owns 70%) 
 Jingle Punks Music Australia PTY LTD (William Morris Endeavor Entertainment, LLC owns 70%) 

Jingle Punks Music LLC (William Morris Endeavor Entertainment, LLC owns 70%) 

 

	1 	 On the Effective Date, Iris Merger Sub, Inc. shall be merged with and into IMG Worldwide Holdings, Inc., which
will in turn merge with and into IMG Iris Merger Sub, Inc., with IMG Worldwide Holdings, Inc. surviving such merger and then converting to a limited liability company known as IMG Worldwide Holdings, LLC and then merging with New Iris LLC, with IMG
Worldwide Holdings, LLC surviving such merger. 














 J. Patton Sports Marketing, LLC 

Legends Cove, LLC (IMG Academy, LLC owns 33.3%) 
 Licensing
Partners International (Canada), Corp. 
 Limited Liability Company IMG 

Live Event Management, Inc. 
 London Triathlon Ltd. 

Luumena, LLC (William Morris Endeavor Entertainment, LLC owns 50%) 

Luumena Management, LLC 
 National 7V7 Football Association LLC

 New BIS Safe Luxco S.a.r.l. (William Morris Endeavor Entertainment, LLC owns 84%) 

New BISS NZ (William Morris Endeavor Entertainment, LLC owns 84%) 

New BI US Gaming, LLC (William Morris Endeavor Entertainment, LLC owns 84%) 

New BI US, LLC (William Morris Endeavor Entertainment, LLC owns 84%) 

New Iris, LLC 
 Pacific Properties LLC 

Pacific Properties Second Investment Ltd. 
 Pegasus Bridge
Features Limited 
 Pegasus Bridge Features, LLC 
 PGA European
Tour Productions Ltd. (Trans World International, LLC owns 50%) 
 Populr, LLC (William Morris Endeavor Entertainment, LLC owns 65%) 

PT IMG Indonesia 
 Quintus Events Limited 

Quintus Group Limited 
 Quintus Management Limited 

RASEP, LLC (William Morris Endeavor Entertainment, LLC owns 50%) 

RED Equity Holdings, LLC (William Morris Endeavor Entertainment, LLC owns 70%) 

RED Interactive Agency, LLC (William Morris Endeavor Entertainment, LLC owns 70%) 

Rockstreamstudios, LLC (William Morris Endeavor Entertainment, LLC owns 93%) 

Rock World S.A. (IMX Live S.A. owns 50%) 
 SBI Group Ltd 

Self Serve, LLC 
 Slamball LLC (IMG Worldwide, LLC owns 50%) 

Slamball International LLC (IMG Worldwide, LLC owns 75%) 
 SLR-Pulse OOD (Enetpulse APS owns 100%) 
 Sponsorship Bureau Int’l 

Sports New Media Holdings Limited (IMG Media Limited owns 20%) 

Sports News Television (LP) (IMG Media Limited owns 47.5%; Sports News Television Management Limited owns 5%) 

Sports News Television Management Limited (Trans World International, LLC owns 50%) 

Starling Sports Holdings, LLC 
 Starling Sports, LLC 

Symbiot, Inc. (William Morris Endeavor Entertainment, LLC owns 50%) 

Taste Festivals Limited 
 Taste of Christmas Limited 

Taste of Dublin Limited 
 Tennis Legends Ltd. 

The Endeavor Agency L.L.C. 
 The Life You Want Tour, LLC 

Top Bunk, LLC (William Morris Endeavor Entertainment, LLC owns 93%) 

Trans World International, LLC 
 TTP, LLC 

TWI Interactive Limited 












 TWI Italy Srl 

TWI Productions, LLC 
 VH Sportmedia AG 

WCMC Holdings, LLC 
 WCMC, LLC (William Morris Endeavor
Entertainment, LLC owns 51%) 
 William Morris Endeavor Entertainment Foundation 

William Morris Endeavor Entertainment, LLC 
 William Morris
Endeavor Entertainment (U.K.) Ltd. 
 Wilshire Advertising, LLC 

Wilshire Live Events, LLC 
 WME BI Holdings, LLC 

WME BI, LLC (William Morris Endeavor Entertainment, LLC owns 84%) 

WME CM, LLC 
 WME Commissary, LLC 

WME Digital, LLC 
 WME Dragon Holdings, LLC 

WMEE II, LLC 
 WME Entertainment Parent, LLC 

WME IMG, LLC 
 WME Investments, LLC 

WME ITG, LLC 
 WME JP, LLC 

WME Land Investments, LLC 
 WME Live Ventures, LLC 

WME Live, LLC 
 WME Marketing Holdings, LLC 

WME Merger Sub, LLC 
 WME Raine Holdings LLC 

WME RED, LLC 
 WME Tennessee, LLC 

WME TN Holdings, LLC 
 WME TN Land Investments, LLC 

WME Touring, LLC 
 WME YT Acquisition, LLC 

Women of Faith, LLC 
 X4 Entertainment, Inc. 

Youth to Youth Limited Liability Company (IMG Performance, LLC owns 50%) 












 Schedule 5.14(a) Certain Post-Closing Obligations 

On or prior to June 20, 2014, Holdings shall deliver to the Administrative Agent evidence of insurance that complies with the requirements of the last
sentence of 5.07(a). 












 Schedule 5.14(b) Additional Post-Closing Obligations 

None. 












 Schedule 6.01 Existing Indebtedness 

 

	1.	 Academies Golf Course Mortgage assumed in acquisition of minority interest, dated December 31, 2009
(mortgage origination date October 19, 2005), between IMG Academies Golf & Country Club, LLC (f/k/a IMG/Bollettieri Academies Country Club, LLC) and Sun Trust Bank, in the principal amount of $4,007,319. 



 

	2.	 Irrevocable Standby Letter of Credit No. ISB00000904, dated October 29, 2013, issued by City National Bank
to William Morris Endeavor Entertainment (UK) Limited, with Hermes Central London GP Limited and Hermes Central London Nominee Limited as beneficiaries, in principal amount of GBP1,558,008. 



 

	3.	 Irrevocable Standby Letter of Credit No. 130923.OD.6816, dated October 15, 2013, issued by City National
Bank to William Morris Endeavor Entertainment, LLC, with ICANN as beneficiary, as amended by Amendment No. AMD001 to Irrevocable Standby Letter of Credit, dated November 27, 2013, in principal amount of $18,000. 



 

	4.	 Irrevocable Standby Letter of Credit No. 130722.OD.6782, dated August 7, 2013, issued by City National
Bank to Jingle Punks Music LLC, with 11 Park Place LLC as beneficiary, in principal amount of $112,263. 


  

	5.	 Irrevocable Standby Letter of Credit No. SDCMTN563012, dated February 8, 2013, issued by HSBC Bank Middle
East Ltd. to International Management Group (UK) Limited, with the Supreme Committee for Qatar 2022 as beneficiary, in principal amount of QAR989,148. 


  

	6.	 Irrevocable Standby Letter of Credit, dated November 22, 2011, issued by City National Bank to William
Morris Endeavor Entertainment, LLC, with Douglas Emmett 2010, LLC as beneficiary, in principal amount of $5,013,702. 


  

	7.	 Irrevocable Standby Letter of Credit No. SDCMTN559697, dated June 3, 2011, issued by HSBC Bank Middle East
Ltd. to IMG Worldwide, Inc., with Qatar Stars League Management as beneficiary, in principal amount of $1,000,000. 


  

	8.	 Indebtedness of $3,147,065 under the Loan Agreement, dated March 4, 2009, by and between Branch Banking
and Trust Company, a North Carolina banking corporation and International Sports Properties, Inc. D.H. Griffin Wrecking Company, Inc., Bell Partners Inc., B&C General Contractors, Inc. and Bradshaw Aviation LLC and the several individual
guarantors party thereto, as amended by that certain First Loan Modification Agreement, dated December 2009, and that certain Modification of Loan Agreement, dated February 23, 2011. 



 

	9.	 Indebtedness of $1,300,492 under the Master Installment Payment Agreement, dated May 7, 2012, by and
between PNC Equipment Finance, LLC and IMG Worldwide, LLC (f/k/a IMG Worldwide, Inc.), as amended by the Amendment to Master Installment Payment Agreement, dated May 7, 2012, and as further amended by the Second Amendment to Master Installment
Payment Agreement, dated April 17, 2013, in each case, by and between PNC Equipment Finance, LLC and IMG Worldwide, LLC (f/k/a IMG Worldwide, Inc.). 


  

	10.	 Multiple Disbursement Note No. 232158-31082, dated December 5, 2013, made by Jingle Punks Music LLC
in favor of City National Bank, for a principal amount of $600,000. 


  

	11.	 Promissory Note, dated April 26, 2013, made by Grab Analytics, LLC in favor of Stephen J. Luczo Revocable
Trust U/A/D 1/26/2001, for a principal amount of $1,000,000. 


  

	12.	 Promissory Note No. 232158-29648, dated April 18, 2013, as amended December 5, 2013, made by
Jingle Punks Music LLC in favor of City National Bank, for a principal amount of $500,000. 


  

	13.	 Promissory Note No. 26232.002, dated February 28, 2013, made by Red Interactive Agency, LLC in favor
of Heartland Business Credit, for a principal amount of $61,801.09. 















	14.	 Promissory Note No. 227740- 28269, dated September 14, 2012, as amended September 25, 2013 and
December 24, 2013, made by Red Interactive Agency, LLC in favor of City National Bank, for a principal amount of $1,000,000. 


  

	15.	 Promissory Note No. 26232.001, dated February 13, 2012, made by Red Interactive Agency, LLC in favor
of Heartland Business Credit, for a principal amount of $148,390.08. 


  

	16.	 Promissory Note made by IMG-Canada, Limited in favor of Fashion Design
Council of Canada (Toronto Fashion Week), for a principal amount of $184,929. 














 Schedule 6.02 Existing Liens 

 

	1.	 Academies Golf Course Mortgage assumed in acquisition of minority interest, dated December 31, 2009
(mortgage origination date October 19, 2005), between IMG Academies Golf & Country Club, LLC (f/k/a IMG/Bollettieri Academies Country Club, LLC) and Sun Trust Bank, in the principal amount of $4,007,319. 



 

	2.	 Pledge Agreement to HSBC Bank Middle East Ltd. backing the HSBC Irrevocable Standby Letters of Credit in the
aggregate principal amount of $1,500,000. 














 Schedule 6.04(f) Existing Investments 

 

							
	 Investment
	  	 Entity(ies) Through Which

Investment Made
	  	 Range of Direct/Indirect

Ownership by Holdings

	1.	  	5500-34, LLC	  	IMG Academy, LLC	  	93%
				
	2.	  	Academy Resorts L.L.C.	  	IMG Academy, LLC	  	95%
				
	3.	  	AHALife Holdings, Inc.	  	WME Investments, LLC	  	10% or less
				
	4.	  	Ari Fleischer Sports Communications, LLC	  	IMG Worldwide, LLC	  	50%
				
	5.	  	ASCN, Inc. (aka StyleBee)	  	WME Investments, LLC	  	10% or less
				
	6.	  	Asian Tour Media Pte. Ltd.	  	IMG Singapore Pte. Ltd.	  	50%
				
	7.	  	ASM Sports Properties, LLC	  	Gamecock Sports Properties, LLC IMG College, LLC	  	Wholly owned by Gamecock Sports Properties, LLC, which is 51% owned by IMG College, LLC
				
	8.	  	Australian Pavilion Operations Pty. Ltd.	  	International Management Group of America, Pty. Ltd.	  	33%
				
	9.	  	Battlefy, Inc.	  	WME Investments, LLC	  	10% or less
				
	10.	  	Big Boom Media, LLC	  	WME Investments, LLC	  	50%
				
	11.	  	Blacklight, LLC	  	WME Investments, LLC	  	25-50%
				
	12.	  	Bloomberg Sports, LLC	  	IMG Worldwide, LLC	  	32%
				
	13.	  	Breakthrough Products, Inc. (aka UrgentRx)	  	WME Investments, LLC	  	10% or less
				
	14.	  	Catch Media, Inc.	  	WME Investments, LLC	  	10% or less
				
	15.	  	CCTV IMG Sports Management Co., Ltd.	  	IMG Worldwide, LLC	  	32%
				
	16.	  	CDX Entretenimento SA	  	IMG Brazil, LLC	  	11.3%
				
	17.	  	Chill Inc.	  	WME Investments, LLC	  	10% or less
				
	18.	  	Clemson Tigers Sports Properties, LLC	  	IMG College, LLC	  	49%
				
	19.	  	Cnewco, LLC	  	WME Investments, LLC	  	10% or less
				
	20.	  	Combatant Gentlemen, Inc.	  	WME Investments, LLC	  	10% or less
				
	21.	  	CreativeLIVE, Inc.	  	WME Investments, LLC	  	10% or less
				
	22.	  	Crimson Tide Sports Marketing L.C.	  	IMG College, LLC	  	21%
				
	23.	  	De-De, LLC	  	WME Dragon Holdings, LLC	  	25-50%
				
	24.	  	Droga5, LLC	  	WME Dragon Holdings, LLC	  	25-50%
				
	25.	  	EBX-IMG, LLC	  	IMX Holdings S.A.	  	100%
				
	26.	  	Enetpulse APS	  	IMG Data Ltd.	  	100%
				
	27.	  	Enetpulse DP ApS	  	Enetpulse APS	  	100%
				
	28.	  	Enetpulse EOOD	  	Enetpulse APS	  	100%
				
	29.	  	Enetpulse Pakistan	  	Enetpulse APS	  	100%
				
	30.	  	European Golf Design Limited	  	International Management Group Ltd.	  	50%
				
	31.	  	Evert Tennis Academy Limited Liability Company	  	International Merchandising Company, LLC	  	48%
				
	32.	  	First Round Media, LLC	  	IMG College, LLC	  	15%
				
	33.	  	Football Sports Development, Ltd.	  	IMG Worldwide, LLC	  	32.5%
				
	34.	  	Formula Drift Holdings LLC	  	IMG Worldwide, LLC	  	52.5%
				
	35.	  	Gamecock Sports Properties LLC	  	IMG College, LLC	  	51%
				
	36.	  	Garden Protein International, Inc. (aka Gardein) (pending)	  	WME Investments, LLC	  	10% or less
				
	37.	  	GBB PLR IP Holdings, LLC (aka Polaroid)	  	William Morris Endeavor Entertainment, LLC	  	10% or less
				
	38.	  	Golf Live Ltd.	  	International Management Group (UK) Limited	  	25%
				
	39.	  	Hall of Fame Properties LLC	  	IMG College, LLC	  	25%
				
	40.	  	Heap, Inc.	  	WME Investments, LLC	  	10% or less














							
	 Investment
	  	 Entity(ies) Through Which

Investment Made
	  	 Range of Direct/Indirect

Ownership by Holdings

	41.	  	Hello Products LLC	  	WME Investments, LLC	  	10% or less
				
	42.	  	Hurricane Sports Properties, LLC	  	IMG College, LLC	  	49%
				
	43.	  	IMG Artists LLC	  	International Merchandising Company, LLC	  	5%
				
	44.	  	IMG BEC-Tero Sports & Entertainment Company Limited	  	IMG Worldwide, LLC	  	49%
				
	45.	  	IMG China LLC	  	IMG Worldwide, LLC	  	71.1%
				
	46.	  	IMG College Lab, LLC	  	Collegiate Licensing Company, LLC	  	50%
				
	47.	  	IMG Data Ltd.	  	IMG Media Limited	  	75%
				
	48.	  	IMG Doğuş Spor Moda ve Medya Hizmetleri ve Ticaret A.S.	  	IMG Turkey, LLC	  	50%
				
	49.	  	IMG-GMC LLC	  	IMG Worldwide, LLC	  	50%
				
	50.	  	IMG Learfield Ticket Solutions, LLC	  	IMG College, LLC	  	50%
				
	51.	  	IMG Mgmt Investment Company I LLC	  	IMG Investments LLC II	  	0.39148%
				
	52.	  	IMG Mgmt Investment Company II LLC	  	IMG Investments LLC II	  	1.5528%
				
	53.	  	IMG Reliance Pvt. Ltd.	  	IMG Singapore Pte Ltd.	  	50%
				
	54.	  	IMG Sports Technology Group Pty. Ltd.	  	International Management Group of America, Pty. Ltd.	  	50%
				
	55.	  	IMG Sports Technology Group (UK) Limited	  	IMG Sports Technology Group Pty. Ltd.	  	100%
				
	56.	  	ImpactTV, LLC	  	WME Investments, LLC	  	50%
				
	57.	  	Imperative Entertainment, LLC (pending)	  	WME Investments, LLC	  	10% or less
				
	58.	  	IMX Arts SA	  	IMX Holdings SA	  	50%
				
	59.	  	IMX Esporte E Entretenimento Ltda.	  	IMX Holdings S.A.	  	100%
				
	60.	  	IMX Holdings, S.A.	  	IMG Brazil, LLC	  	50%
				
	61.	  	IMX Live SA	  	IMX Holdings S.A.	  	10%
				
	62.	  	IMX Venues E Arenas SA	  	IMX Holdings S.A.	  	10%
				
	63.	  	Indonesian Masters Pte. Ltd	  	IMG Singapore Pte. Ltd.	  	50%
				
	64.	  	International Games Broadcast Services (IGBS) AG	  	International Management Group (Schweiz) SA	  	50%
				
	65.	  	International Venue Group Pty. Ltd. (Australian entity)	  	International Management Group of America, Pty. Ltd.	  	50%
				
	66.	  	IVG Limited	  	IMG Worldwide, LLC	  	65%
				
	67.	  	JAND, Inc. (aka Warby Parker)	  	WME Investments, LLC	  	10% or less
				
	68.	  	JNSQ, Inc.	  	WME Investments, LLC	  	10% or less
				
	69.	  	June Software, Inc. (aka Tap To Learn)	  	WME Investments, LLC	  	10% or less
				
	70.	  	Leanworks Limited (aka YPlan)	  	WME Investments, LLC	  	10% or less
				
	71.	  	Legends Cove, LLC	  	IMG Academy, LLC	  	33 1/3%
				
	72.	  	Liquipel Worldwide Holdings, LLC	  	WME Investments, LLC	  	10% or less
				
	73.	  	Live Clips LLC	  	IMG Worldwide, Inc.	  	9.36%
				
	74.	  	Livestar, Inc.	  	WME Investments, LLC	  	10% or less
				
	75.	  	Loge, LLC	  	WME Investments, LLC	  	50%
				
	76.	  	London Restaurant Festival Limited	  	Taste Festivals Limited	  	10%
				
	77.	  	Lyfe Kitchen Retail, Inc.	  	WME Investments, LLC	  	10% or less
				
	78.	  	Lyfe Kitchen, Inc.	  	WME Investments, LLC	  	10% or less
				
	79.	  	Moda Operandi, Inc. (formerly the Trunk Show)	  	IMG Worldwide, LLC	  	2%
				
	80.	  	Moviepass Inc.	  	WME Investments, LLC	  	10% or less
				
	81.	  	OpenSky Project, Inc.	  	William Morris Endeavor Entertainment, LLC	  	10% or less
				
	82.	  	Path, Inc.	  	WME Investments, LLC	  	10% or less














							
	 Investment
	  	 Entity(ies) Through Which

Investment Made
	  	 Range of Direct/Indirect

Ownership by Holdings

	83.	  	PGA European Tour Productions Ltd.	  	Trans World International, LLC	  	50%
				
	84.	  	Prizeo, Inc.	  	WME Investments, LLC	  	10% or less
				
	85.	  	Prospect Park Networks, LLC	  	WME Investments, LLC	  	10% or less
				
	86.	  	Raine Holdings AIV LLC	  	WME Raine Holdings LLC	  	10-25%
				
	87.	  	Raine Holdings LLC	  	WME Raine Holdings LLC	  	10-25%
				
	88.	  	Raine Partners I LP, and investment vehicles	  	William Morris Endeavor	  	10% or less
		  	formed thereby from time to time (e.g., Raine	  	Entertainment, LLC (except for	  	
		  	Partners I (Cayman)-AIV 1 LP, Raine Venture	  	Raine Venture Partners I LP and	  	
		  	Partners I LP and Raine Zebra I-AIV 1 LP)	  	future vehicles, done and to be	  	
		  		  	done through WME Investments,	  	
		  		  	LLC)	  	
				
	89.	  	RASEP, LLC	  	IMG College, LLC	  	50%
				
	90.	  	RÊV Worldwide, Inc.	  	WME Investments, LLC	  	10% or less
				
	91.	  	Risky Business, LLC (aka Pitchfork)	  	William Morris Endeavor	  	10% or less
		  		  	Entertainment, LLC	  	
				
	92.	  	Rock World SA	  	IMX Live S.A.	  	50%
				
	93.	  	Screenbid, LLC	  	WME Investments, LLC	  	10% or less
				
	94.	  	Shoptiques, Inc.	  	WME Investments, LLC	  	10% or less
				
	95.	  	Sky Channel, Inc.	  	WME Investments, LLC	  	10% or less
				
	96.	  	Slamball International LLC	  	IMG Worldwide, LLC	  	75%
				
	97.	  	Slamball LLC	  	IMG Worldwide, LLC	  	50%
				
	98.	  	SLR-Pulse OOD	  	Enetpulse APS	  	100%
				
	99.	  	Songza, Inc.	  	WME Investments, LLC	  	10% or less
				
	100.	  	Sports New Media Holdings Limited	  	IMG Media, Limited	  	20%
				
	101.	  	Sports News Television (LP)	  	IMG Media, Limited Sports News Television Management Limited	  	IMG Media, Limited owns 47.5%; Sports News Television Management Limited owns 5%
				
	102.	  	Sports News Television Management Limited	  	Trans World International, LLC	  	50%
		  	(SNTV)	  		  	
				
	103.	  	Sports News Television Management Limited	  	Trans World International, LLC	  	50%
				
	104.	  	supyo, Inc. (aka Airtime)	  	WME Investments, LLC	  	10% or less
				
	105.	  	Swiftype, Inc.	  	WME Investments, LLC	  	10% or less
				
	106.	  	theAudience, Inc.	  	WME Investments, LLC	  	25-50%
				
	107.	  	Team Chaos, LLC	  	Chaotic Moon, LLC	  	10% or less
				
	108.	  	Thoughtleadr, Inc.	  	Chaotic Moon, LLC	  	10-25%
				
	109.	  	Tivli, Inc.	  	WME Investments, LLC	  	10% or less
				
	110.	  	Trailerpop, Inc.	  	WME Investments, LLC	  	10% or less
				
	111.	  	Triggerfish Animation (Pty) Ltd.	  	WME Investments, LLC	  	10% or less
				
	112.	  	TrueCar, Inc.	  	WME Investments, LLC	  	10% or less
				
	113.	  	U.S. Digital Gaming, Inc.	  	William Morris Endeavor	  	10% or less
		  		  	Entertainment, LLC	  	
				
	114.	  	Uber Technologies, Inc.	  	WME Investments, LLC	  	10% or less
				
	115.	  	VHX Corporation	  	WME Investments, LLC	  	10% or less
				
	116.	  	Vocativ, LLC (pending)	  	WME Investments, LLC	  	10-25%
				
	117.	  	WJU Holdings, LLC	  	WME Investments, LLC	  	10% or less
				
	118.	  	XOS Technologies	  	Collegiate Licensing Company,	  	1.1%
		  		  	LLC	  	
				
	119.	  	Youth to Youth Limited Liability Company	  	IMG Performance, LLC	  	50%
				
	120.	  	Zenpayroll, Inc.	  	WME Investments, LLC	  	10% or less













 Schedule 6.07 Existing Restrictions 

 

	1.	 Master Installment Payment Agreement, dated as of April 19, 2013, by and between IMG Worldwide, LLC (f/k/a
IMG Worldwide, Inc.) and De Lage Landen Financial Services, Inc. 


  

	2.	 Master Installment Payment Agreement, dated May 7, 2012, by and between PNC Equipment Finance, LLC and IMG
Worldwide, LLC (f/k/a IMG Worldwide, Inc.), as amended by the Amendment to Master Installment Payment Agreement, dated May 7, 2012, and as further amended by the Second Amendment to Master Installment Payment Agreement, dated April 17,
2013, in each case, by and between PNC Equipment Finance, LLC and IMG Worldwide, LLC (f/k/a IMG Worldwide, Inc.). 


  

	3.	 Academies Golf Course Mortgage assumed in acquisition of minority interest, dated December 31, 2009
(mortgage origination date October 19, 2005), between IMG Academies Golf & Country Club, LLC (f/k/a IMG/Bollettieri Academies Country Club, LLC) and Sun Trust Bank. 



 

	4.	 Aircraft Lease Agreement, dated as of August 28, 2009, by and between Canal Air, LLC and IMG Worldwide,
LLC (f/k/a IMG Worldwide, Inc.). 














 Schedule 6.09 Existing Affiliate Transactions 

 

	1.	 Amended and Restated Lease Agreement, dated October 11, 2010, by and between Motorbird Properties, LLC and
ISP Sports, LLC, as amended by that Amendment (Letter Agreement), dated July 26, 2011. 














 Execution Version 

EXHIBIT A 
 [Form of] ASSIGNMENT
AND ASSUMPTION1 
 This Assignment and Assumption (the “Assignment and
Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms
used but not defined herein shall have the meanings given to them in the First Lien Credit Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions (the “Standard Terms and Conditions”) set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth herein in full. 
 For an agreed consideration, the Assignor
hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date
inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the
extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the credit facility identified below (including any guarantees included in such facility) and (ii) to
the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the
Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the
Assignor. 
  

					
		 	1.	  	Assignor: ______________________________________________________________
			
		 	2.	  	Assignee: ______________________________________________________________
		 		  	[and is an Affiliate/Approved Fund of [Identify Lender]]2
			
		 	3.	  	Borrowers: William Morris Endeavor Entertainment, LLC and IMG Worldwide Holdings, LLC (successor in interest to Iris Merger Sub, Inc.)
			
		 	4.	  	Administrative Agent: JPMorgan Chase Bank, N.A.
			
		 	5.	  	Credit Agreement: First Lien Credit Agreement dated as of May 6, 2014, among WME IMG Holdings, LLC, WME IMG, LLC, William Morris Endeavor Entertainment, LLC, IMG Worldwide Holdings, LLC (successor in interest to Iris Merger
Sub, Inc.), the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank.

  

	1	 Form to be used for any Assignee other than an Affiliated Lender. 



	2	 Select as applicable. 



  
 A-1 














			
	6.	  	Assigned Interest:

  

													
	 Facility Assigned
	  	Aggregate Amount
of Commitment (and
related extensions of
credit) for all Lenders	 	  	Amount of
Commitment
(and related extensions
of credit) Assigned	 	  	Percentage
Assigned of
Commitment
(and related
extensions of
credit)3	 
	 Term Loans
	  	$	 		  	$	 	 	  	 	%	 
	 Revolving Credit Facility
	  	$	 	 	  	$	 		  	 	%	 

 Effective
Date:                             , 20         [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 
 [REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK] 
  

	3	 Set forth, to at least 9 decimals, as a percentage of the Commitment of all Lenders thereunder.




  
 A-2 













 The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	ASSIGNOR [NAME OF ASSIGNOR],
		
	By:	 	  

		 	Title:
	
	ASSIGNEE [NAME OF ASSIGNEE],
		
	By:	 	  

		 	Title:


  

			
	[Consented to and]4 Accepted:
	
	JPMORGAN CHASE BANK, N.A., as
	Administrative Agent,
		
	By:	 	  

		 	Title:
	
	[Consented to:]5
	
	 WME IMG HOLDINGS, LLC, as

Holdings,

		
	By:	 	  

		 	Title:
	
	[Consented to:]6


			
	
	JPMORGAN CHASE BANK, N.A., as a Principal Issuing Bank


			
		
	By:  	 	  

		 	Title:

  

	4	 To be included only if the consent of the Administrative Agent is required by Section 9.04(b)(i)(B) of the
Credit Agreement. 



	5	 To be included only if the consent of Holdings is required by Section 9.04(b)(i)(A) of the Credit
Agreement. 



	6	 To be included except for assignments of all or any portion of a Term Loan or Term Commitment as required by
Section 9.04(b)(i)(C) of the Credit Agreement. 



  
 A-3 














			
	[Consented to:]7
	
	JPMORGAN CHASE BANK, N.A., as a Swingline Lender
		
	By:	 	  

		 	Title:

  

	7	 To be included except for assignments of all or any portion of a Term Loan or Term Commitment as required by
Section 9.04(b)(i)(C) of the Credit Agreement. 



  
 A-4 













 $[        ] CREDIT FACILITY 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 

1. Representations and Warranties. 

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest,
(ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents, (iii) the financial condition of Holdings, the Borrowers, any of the Subsidiaries or other Affiliates of Holdings or any other
Person obligated in respect of any Loan Document or (iv) the performance or observance by the Holdings, the Borrowers, any of the Subsidiaries or other Affiliates of Holdings or any other Person of any of their respective obligations under any
Loan Document. 
 1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has
taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in
the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to
Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender and (v) attached to this Assignment and Assumption is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on
such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 
 2. Payments. From and after
the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the
Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. 
 3. General Provisions. This
Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and
Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 

  
 A-5 













 EXHIBIT B 

[Form of] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION 

This Affiliated Lender Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set
forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given
to them in the First Lien Credit Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions (the “Standard Terms and Conditions”) set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if
set forth herein in full. 
 For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the
Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below
(i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest
identified below of all of such outstanding rights and obligations of the Assignor under the credit facility identified below (including any guarantees included in such facility) and (ii) to the extent permitted to be assigned under applicable
law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned
Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 

 

					
		 	1.	  	Assignor: ______________________________________________________________
			
	        	 	2.	  	Assignee: ______________________________________________________________
		 	        	  	[and is an Affiliate/Approved Fund of [Identify Lender]]8
			
		 	3.	  	 Borrowers:  William Morris Endeavor Entertainment, LLC and IMG Worldwide Holdings, LLC
(successor in interest to Iris Merger Sub, Inc.)

			
		 	4.	  	Administrative Agent: JPMorgan Chase Bank, N.A.
			
		 	5.	  	Credit Agreement: First Lien Credit Agreement dated as of May 6, 2014, among WME IMG Holdings, LLC, WME IMG, LLC, William Morris Endeavor Entertainment, LLC, IMG Worldwide Holdings, LLC (successor in interest to Iris Merger
Sub, Inc.), the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank.


 

	8	 Select as applicable. 



  
 B-1 














					
			
	        	 	6.     	  	Assigned Interest:

  

													
	 Facility Assigned
	  	Aggregate Amount
of Commitment (and
related extensions of
credit) for all
Lenders	 	  	Amount of
Commitment
(and related
extensions of
credit) Assigned	 	  	Percentage
Assigned of
Commitment (and
related extensions
of credit)9	 
	 Term Loans
	  	$	     	 	  	$	     	 	  	 	    	% 
	 Revolving Credit Facility
	  	$	     	 	  	$	     	 	  	 	    	% 

 Each Assignee acknowledges the limitation on the rights of Lenders that are Affiliated Lenders set forth in the
Credit Agreement, including Sections 9.02 and 9.04 thereof. 
 Effective Date:
                             , 20         [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 
 [REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK] 
  
  

	9	 Set forth, to at least 9 decimals, as a percentage of the Commitment of all Lenders thereunder.















 The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	ASSIGNOR [NAME OF ASSIGNOR],
		
	By:	 	  

		 	Title:
	
	ASSIGNEE [NAME OF ASSIGNEE],
		
	By:	 	  

		 	Title:


  

			
	[Consented to and]10 Accepted:
	
	JPMORGAN CHASE BANK, N.A., as
	Administrative Agent,
		
	By:	 	  

		 	Title:
	
	[Consented to:]11
	
	WME IMG HOLDINGS, LLC, as Holdings,
		
	By:	 	  

		 	Title:

  

	10	 To be included only if the consent of the Administrative Agent is required by Section 9.04(b)(i)(B) of the
Credit Agreement. 



	11	 To be included only if the consent of Holdings is required by Section 9.04(b)(i)(A) of the Credit
Agreement. 














 $[            ] CREDIT
FACILITY 
 STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 

1. Representations and Warranties. 

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest,
(ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents, (iii) the financial condition of Holdings, the Borrowers, any of the Subsidiaries or other Affiliates of Holdings or any other
Person obligated in respect of any Loan Document or (iv) the performance or observance by Holdings, the Borrowers, any of the Subsidiaries or other Affiliates of Holdings or any other Person of any of their respective obligations under any Loan
Document. 
 1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the
Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder
and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to
Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender and (v) attached to this Assignment and Assumption is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; (b) acknowledges that the aggregate principal amount of all Loans (after giving effect to the assignment of the Assigned Interest pursuant to this
Assignment and Assumption) held by all Affiliated Lenders (other than Affiliated Debt Funds) shall not exceed 25% of the outstanding principal amount of all Loans plus the outstanding principal amount of all term loans made pursuant to an
Incremental Loan; and (c) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender. 
 2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in
respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after
the Effective Date. 












 3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed
counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in
accordance with, the law of the State of New York. 












 EXHIBIT C 

[Form of Guarantee Agreement] 

[Provided under separate cover] 

  
 C-1 













 EXHIBIT D 

[Form of Collateral Agreement] 

[Provided under separate cover] 

  
 D-1 













 EXHIBIT E 

[Form of First Lien Intercreditor Agreement] 

[See attached] 

  
 E-1-1 













 [FORM OF] 

FIRST LIEN INTERCREDITOR AGREEMENT 

Among 
 WME IMG HOLDINGS, LLC,

 WME IMG, LLC, 
 WILLIAM
MORRIS ENDEAVOR ENTERTAINMENT, LLC, 
 IRIS MERGER SUB, INC. 

THE OTHER GRANTORS PARTY HERETO, 

JPMORGAN CHASE BANK, N.A. 
 as
First Lien Collateral Agent for the Credit Agreement Secured Parties, 
 [INSERT NAME], 

as the Initial Additional Agent, 

and 
 EACH ADDITIONAL AGENT FROM
TIME TO TIME PARTY HERETO 
 dated as of [        ], 2014 












 FIRST LIEN INTERCREDITOR AGREEMENT dated as of
[        ], 2014 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among WME IMG Holdings, LLC, a Delaware limited liability company (“Initial
Holdings”), WME IMG, LLC, a Delaware limited liability company (“Intermediate Holdings”), William Morris Endeavor Entertainment, LLC, a Delaware limited liability company (“WME”), Iris Merger Sub, Inc., a
Delaware corporation (“Iris Merger Sub”), the other Grantors (as defined below) party hereto, JPMorgan Chase Bank, N.A., as collateral agent for the Credit Agreement Secured Parties (as defined below) (in such capacity
and together with its successors in such capacity, the “First Collateral Agent”), [INSERT NAME], as agent for the Initial Additional First Lien Secured Parties (as defined below) (in such capacity and together with its successors in
such capacity, the “Initial Additional Agent”) and each Additional Agent from time to time party hereto for the Additional First Lien Secured Parties of the Series with respect to which it is acting in such capacity. 

In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the First Lien Collateral Agent (for itself and on behalf of the Credit Agreement Secured Parties), the Initial Additional Agent (for itself and on behalf of the Initial Additional First Lien Secured Parties) and each Additional
Agent (for itself and on behalf of the Additional First Lien Secured Parties of the applicable Series) agree as follows: 
 ARTICLE I 

Definitions 
 SECTION 1.10
Certain Defined Terms. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Credit Agreement or, if defined in the New York UCC, the meanings specified therein. As used in this Agreement, the following
terms have the meanings specified below: 
 “Additional Agent” means the collateral agent and the administrative agent
and/or trustee (as applicable) or any other similar agent or Person under any Additional First Lien Documents, in each case, together with its successors in such capacity. 

“Additional First Lien Debt Facility” means one or more debt facilities, commercial paper facilities or indentures for which
the requirements of Section 5.13 of this Agreement have been satisfied, in each case with banks, other lenders or trustees, providing for revolving credit loans, term loans, letters of credit, notes or other borrowings, in each case, as
amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time; provided that the Credit Agreement shall not constitute an Additional First Lien Debt Facility at any time. 

“Additional First Lien Documents” means, with respect to any Series of Additional First Lien Obligations, the notes, credit
agreements, indentures, security documents and other operative agreements evidencing or governing such Indebtedness, including the Initial Additional First Lien Documents, and each other agreement entered into for the purpose of securing any Series
of Additional First Lien Obligations. 
 “Additional First Lien Obligations” means, with respect to any Additional First
Lien Debt Facility, (a) all principal of, and interest (including, without limitation, any interest, fees and other amounts which accrue after the commencement of any Bankruptcy Case, whether or not allowed or allowable as a claim in any such
proceeding) payable with respect to, such Additional First Lien Debt Facility, (b) all other amounts payable to the related Additional First Lien Secured Parties under the related Additional First Lien Documents and (c) any renewals of
extensions of the foregoing. 

  
 - 2 - 













 “Additional First Lien Secured Party” means, with respect to any Series of
Additional First Lien Obligations, the holders of such Additional First Lien Obligations, the Additional Agent with respect thereto, any trustee or agent or any other similar agent or Person therefor under any related Additional First Lien Documents
and the beneficiaries of each indemnification obligation undertaken by the Borrower or any Guarantor under any related Additional First Lien Documents. 

“Agreement” has the meaning assigned to such term in the preamble hereto. 

“Bankruptcy Case” has the meaning assigned to such term in Section 2.05(b). 

“Bankruptcy Code” means Title 11 of the United States Code, as amended. 

“Bankruptcy Law” means the Bankruptcy Code and any other federal, state, or foreign law for the relief of debtors, or any
arrangement, reorganization, insolvency, moratorium, assignment for the benefit of creditors, any other marshalling of the assets or liabilities of Holdings or any of its Subsidiaries, or similar law affecting creditors’ rights generally. 

“Borrower” means (a) prior to the consummation of the Mergers, each of WME and Iris Merger Sub on a several but not
joint basis in accordance with Section 2.02(d) of the Credit Agreement and (b) immediately after consummation of the Mergers, WME and IMG LLC, collectively and on a joint and several basis. 

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed. 
 “Collateral” means all assets and properties subject to Liens created
pursuant to any First Lien Security Document to secure one or more Series of First Lien Obligations. 
 “Collateral Agent”
means (i) in the case of any Credit Agreement Obligations, the First Lien Collateral Agent, (ii) in the case of the Initial Additional First Lien Obligations, the Initial Additional Agent, and (iii) in the case of any Series of
Additional First Lien Obligations or Additional First Lien Secured Parties that become subject to this Agreement after the date hereof, the Additional Agent named for such Series in the applicable Joinder Agreement. 

“Controlling CF Debt Agent” shall have the meaning assigned to such term in Section 4.01(a). 

“Controlling Collateral Agent” means, with respect to any Shared Collateral, (i) until the earlier of (x) the
Discharge of First Lien Obligations that are Credit Agreement Obligations and (y) the Non-Controlling Collateral Agent Enforcement Date, the First Lien Collateral Agent and (ii) from and after the earlier
of (x) the Discharge of First Lien Obligations that are Credit Agreement Obligations and (y) the Non-Controlling Collateral Agent Enforcement Date, the Major
Non-Controlling Collateral Agent. 
 “Controlling Secured Parties” means, with
respect to any Shared Collateral, the Series of First Lien Secured Parties whose Collateral Agent is the Controlling Collateral Agent for such Shared Collateral. 

“Credit Agreement” means that certain First Lien Credit Agreement dated as of May 6, 2014, as amended, restated,
supplemented, increased or otherwise modified, refinanced or replaced from time to time, among Holdings, Intermediate Holdings, WME, Iris Merger Sub, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and as collateral
agent. 

  
 - 3 - 













 “Credit Agreement Obligations” means the “Secured Obligations” as
defined in the Credit Agreement. 
 “Credit Agreement Secured Parties” means the “Secured Parties” as defined in
the Credit Agreement. 
 “DIP Financing” has the meaning assigned to such term in Section 2.05(b). 

“DIP Financing Liens” has the meaning assigned to such term in Section 2.05(b). 

“DIP Lenders” has the meaning assigned to such term in Section 2.05(b). 

“Discharge” means, with respect to any Shared Collateral and any Series of First Lien Obligations, the date on which such
Series of First Lien Obligations is no longer secured by such Shared Collateral. The term “Discharged” shall have a corresponding meaning. 

“Discharge of First Lien Obligations” means, with respect to any Shared Collateral, the Discharge of the applicable First
Lien Obligations with respect to such Shared Collateral; provided that a Discharge of First Lien Obligations shall not be deemed to have occurred in connection with a Refinancing of such First Lien Obligations with additional First Lien
Obligations secured by such Shared Collateral under an Additional First Lien Document which has been designated in writing by the applicable Collateral Agent (under the Secured Credit Document so Refinanced) or by the Borrower, in each case, to each
other Collateral Agent as a “First Lien Obligation” for purposes of this Agreement. 
 “Event of Default” means
an “Event of Default” (or any other similarly defined term) as defined in any Secured Credit Document. 
 “First
Lien/Second Lien Intercreditor Agreement” means that certain First Lien/Second Lien Intercreditor Agreement, dated as of May 6, 2014, among Holdings, the Borrower, certain subsidiaries of Holdings, the Collateral Agent and Barclays
Bank PLC, as collateral agent, as such First Lien/Second Lien Intercreditor Agreement may be amended, restated, supplemented, increased or otherwise modified, refinanced or replaced from time to time. 

“First Lien Collateral Agent” has the meaning assigned to such term in the preamble hereto. 

“First Lien Obligations” means, collectively, (i) the Credit Agreement Obligations, (ii) the Initial Additional
First Lien Obligations and (iii) each Series of Additional First Lien Obligations. 
 “First Lien Secured Parties”
means (i) the Credit Agreement Secured Parties, (ii) the Initial Additional First Lien Secured Parties and (iii) the Additional First Lien Secured Parties with respect to each Series of Additional First Lien Obligations. 

“First Lien Security Documents” means the Security Agreement, the other Security Documents (as defined in the Credit
Agreement) and each other agreement entered into in favor of any Collateral Agent for the purpose of securing any Series of First Lien Obligations and the First Lien/Second Lien Intercreditor Agreement. 

  
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 “Grantors” means Holdings, the Borrower and each other Subsidiary of
Holdings which has granted a security interest pursuant to any First Lien Security Document to secure any Series of First Lien Obligations. The Grantors existing on the date hereof are set forth in Annex I hereto. 

“Holdings” means (a) prior to any IPO, Initial Holdings and (b) on and after an IPO, (i) if the IPO Entity is
Initial Holdings or any Person of which Initial Holdings is a subsidiary, Initial Holdings or (ii) if the IPO Entity is a subsidiary of Initial Holdings, the IPO Entity. 

“Initial Holdings” has the meaning assigned to such term in the preamble hereto. 

“Impairment” has the meaning assigned to such term in Section 1.03. 

“Initial Additional Agent” has the meaning assigned to such term in the preamble hereto. 

“Initial Additional First Lien Documents” means that certain [[Indenture] dated as of [    ],
20[    ], among the Parent Borrower, [the Guarantors identified therein,] [    ], as [trustee], and [     ], as [paying agent, registrar and transfer agent]] and any notes, security
documents and other operative agreements evidencing or governing such Indebtedness, including any agreement entered into for the purpose of securing the Initial Additional First Lien Obligation. 

“Initial Additional First Lien Obligations” the “[Obligations]” as defined in the Initial Additional First Lien
Documents. 
 “Initial Additional First Lien Secured Parties” means the “[Secured Parties]” as defined in the
Initial Additional First Lien Documents. 
 “Insolvency or Liquidation Proceeding” means: 

(1) any case commenced by or against any Borrower or any other Grantor under any Bankruptcy Law, any other proceeding for the
reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of any Borrower or any other Grantor, any receivership or assignment for the benefit of creditors relating to any Borrower or any other Grantor or any similar
case or proceeding relative to any Borrower or any other Grantor or its creditors, as such, in each case whether or not voluntary; 

(2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Borrower or
any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or 
 (3) any
other proceeding of any type or nature in which substantially all claims of creditors of any Borrower or any other Grantor are determined and any payment or distribution is or may be made on account of such claims. 

“Intervening Creditor” shall have the meaning assigned to such term in Section 2.01(a). 

“Joinder Agreement” means a supplement to this Agreement in the form of Annex II hereof required to be delivered by an
Additional Agent to the Controlling Collateral Agent pursuant to Section 5.13 hereto in order to establish an additional Series of Additional First Lien Obligations and become Additional First Lien Secured Parties hereunder. 

  
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 “Major Non-Controlling Collateral
Agent” means, with respect to any Shared Collateral, the Collateral Agent (other than the First Lien Collateral Agent) of the Series of First Lien Obligations that constitutes the largest outstanding principal amount of any then outstanding
Series of First Lien Obligations (excluding the Series of Credit Agreement Obligations) with respect to such Shared Collateral, but solely to the extent that such Series of First Lien Obligations has a larger aggregate principal amount than the
Series of Credit Agreement Obligations then outstanding. 
 “New York UCC” means the Uniform Commercial Code as from time
to time in effect in the State of New York. 
 “Non-Controlling Collateral Agent”
means, at any time with respect to any Shared Collateral, any Collateral Agent that is not the Controlling Collateral Agent at such time with respect to such Shared Collateral. 

“Non-Controlling Collateral Agent Enforcement Date” means, with respect to any Non-Controlling Collateral Agent, the date which is 90 days (throughout which 90 day period such Non-Controlling Collateral Agent was the Major
Non-Controlling Collateral Agent) after the occurrence of both (i) an Event of Default under and as defined in the Secured Credit Documents under which such
Non-Controlling Collateral Agent is the Major Non-Controlling Collateral Agent and (ii) the Controlling Collateral Agent’s and each other Collateral
Agent’s receipt of written notice from such Non-Controlling Collateral Agent certifying that (x) such Non-Controlling Collateral Agent is the Major Non-Controlling Collateral Agent and that an Event of Default under and as defined in the Secured Credit Documents under which such Non-Controlling Collateral Agent is the
Collateral Agent has occurred and is continuing and (y) the First Lien Obligations of the Series with respect to which such Non-Controlling Collateral Agent is the Collateral Agent are currently due and
payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable Secured Credit Documents; provided that the Non-Controlling Collateral Agent
Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Shared Collateral (1) at any time the Controlling Collateral Agent has commenced and is diligently pursuing any enforcement action
or (2) at any time the Grantor which has granted a security interest in such Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding. 

“Non-Controlling Secured Parties” means, with respect to any Shared Collateral, the
First Lien Secured Parties which are not Controlling Secured Parties with respect to such Shared Collateral. 
 “Possessory
Collateral” means any Shared Collateral in the possession of any Collateral Agent (or its agents or bailees), to the extent that possession thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction. Possessory
Collateral includes, without limitation, any Certificated Securities, Promissory Notes, Instruments, and Chattel Paper, in each case, delivered to or in the possession of the Collateral Agent under the terms of the First Lien Security Documents.

 “Proceeds” has the meaning assigned to such term in Section 2.01(a). 

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement,
restructure, refund, replace or repay, or to issue other Indebtedness or enter alternative financing arrangements, in exchange or replacement for such Indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents,
borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such Indebtedness has been terminated and including, in each case, through any credit agreement, indenture or other agreement.
“Refinanced” and “Refinancing” have correlative meanings. 

  
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 “Secured Credit Document” means (i) the Credit Agreement and each
other Loan Document (as defined in the Credit Agreement), (ii) each Initial Additional First Lien Document and (iii) each Additional First Lien Document. 

“Security Agreement” means the “Collateral Agreement” as defined in the Credit Agreement. 

“Senior Class Debt” shall have the meaning assigned to such term in Section 5.13. 

“Senior Class Debt Parties” shall have the meaning assigned to such term in Section 5.13. 

“Senior Class Debt Representative” shall have the meaning assigned to such term in Section 5.13. 

“Senior Lien” means the Liens on the Collateral in favor of the First Lien Secured Parties under the First Lien Security
Documents. 
 “Series” means (a) with respect to the First Lien Secured Parties, each of (i) the Credit Agreement
Secured Parties (in their capacities as such), (ii) the Initial Additional First Lien Secured Parties (in their capacity as such) and (iii) the Additional First Lien Secured Parties that become subject to this Agreement after the date hereof
that are represented by a common Collateral Agent (in its capacity as such for such Additional First Lien Secured Parties) and (b) with respect to any First Lien Obligations, each of (i) the Credit Agreement Obligations, (ii) the
Initial Additional First Lien Obligations and (iii) the Additional First Lien Obligations incurred pursuant to any Additional First Lien Debt Facility or any related Additional First Lien Documents, which pursuant to any Joinder Agreement, are
to be represented hereunder by a common Collateral Agent (in its capacity as such for such Additional First Lien Obligations). 

“Shared Collateral” means, at any time, Collateral in which the holders of two or more Series of First Lien Obligations (or
their respective Collateral Agents) hold a valid and perfected security interest at such time. If more than two Series of First Lien Obligations are outstanding at any time and the holders of less than all Series of First Lien Obligations hold a
valid and perfected security interest in any Collateral at such time, then such Collateral shall constitute Shared Collateral for those Series of First Lien Obligations that hold a valid security interest in such Collateral at such time and shall
not constitute Shared Collateral for any Series which does not have a valid and perfected security interest in such Collateral at such time. 

“Uniform Commercial Code” or “UCC” means the New York UCC, or the Uniform Commercial Code (or any similar or
comparable legislation) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral. 
 SECTION
1.02 Terms 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 “will” shall be construed to have the same meaning and effect as the
word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be construed as referring to such agreement, instrument, other
document, statute or regulation as from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to
include the 

  
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subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) 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, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this
Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive. 
 SECTION 1.03
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of First Lien Obligations of such Series (and not the First Lien Secured Parties of any other Series) bear the risk of (i) any
determination by a court of competent jurisdiction that (x) any of the First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien
Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists
securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien
Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien
Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to Mortgaged Properties (as defined in the Credit Agreement) which applies to all First Lien Obligations shall not be
deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien
Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) set forth
herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of
any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such First Lien Obligations or the First Lien Documents governing such First Lien Obligations
shall refer to such obligations or such documents as so modified. 
 ARTICLE II 

Priorities and Agreements with Respect to Shared Collateral 

SECTION 2.01 Priority of Claims. 

(a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.03), if
an Event of Default has occurred and is continuing, and the Controlling Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case
of any Borrower or any other Grantor or any First Lien Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement, but including the First Lien/Second Lien Intercreditor Agreement) with respect to any
Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral by any Collateral Agent or any First Lien Secured Party and proceeds of any such distribution (all proceeds of any sale, collection or other
liquidation of any Shared Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied (i) FIRST, to the payment of all amounts owing to each Collateral Agent (in its
capacity as such) pursuant to the terms 

  
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of any Secured Credit Document, (ii) SECOND, subject to Section 1.03, to the payment in full of the First Lien Obligations of each Series on a ratable basis, with such Proceeds to be
applied to the First Lien Obligations of a given Series in accordance with the terms of the applicable Secured Credit Documents and (iii) THIRD, after the Discharge of all First Lien Obligations, to the Borrower and the other Grantors or their
successors or assigns, as their interests may appear, or to whosoever may be lawfully entitled to receive the same pursuant to the First Lien/Second Lien Intercreditor Agreement, if in effect, or otherwise, or as a court of competent jurisdiction
may direct. Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a First Lien Secured Party) has a lien or security interest that is junior in priority to the security interest of any Series of
First Lien Obligations, after giving effect to the First Lien/Second Lien Intercreditor Agreement, if applicable, but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of
First Lien Obligations (such third party an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared
Collateral or Proceeds to be distributed in respect of the Series of First Lien Obligations with respect to which such Impairment exists. If, despite the provisions of this Section 2.01(a), any First Lien Secured Party shall receive any payment
or other recovery in excess of its portion of payments on account of the First Lien Obligations to which it is then entitled in accordance with this Section 2.01(a), such First Lien Secured Party shall hold such payment or recovery in trust for
the benefit of all First Lien Secured Parties for distribution in accordance with this Section 2.01(a). 
 (b) It is acknowledged that
the First Lien Obligations of any Series may, subject to the limitations set forth in the then extant Secured Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or
otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the First Lien Secured Parties of any Series. 

(c) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of First Lien
Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Secured Credit Documents or any defect or deficiencies in the Liens securing the
First Lien Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 1.03), each First Lien Secured Party hereby agrees that (i) the Liens securing each Series of First Lien Obligations on any Shared
Collateral shall be of equal priority and (ii) the benefits and proceeds of the Shared Collateral shall be shared among the First Lien Secured Parties as provided herein. 

(d) Notwithstanding anything in this Agreement or any other First Lien Security Documents to the contrary, Collateral consisting of cash and
cash equivalents pledged to secure Credit Agreement Obligations consisting of reimbursement obligations in respect of Letters of Credit or otherwise held by the Administrative Agent or the Collateral Agent pursuant to Section 2.05(j), 2.11(b)
or 2.22(a)(iv) of the Credit Agreement (or any equivalent successor provision) shall be applied as specified in such Section of the Credit Agreement and will not constitute Shared Collateral. 

SECTION 2.02 Actions with Respect to Shared Collateral; Prohibition on Contesting Liens. 

(a) With respect to any Shared Collateral, (i) only the Controlling Collateral Agent shall act or refrain from acting with respect to the
Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral) and (ii) no Non-Controlling Collateral Agent or other
Non-Controlling Secured Party shall or shall instruct the Controlling Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver,
liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, 

  
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remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Shared Collateral
(including with respect to any intercreditor agreement with respect to any Shared Collateral), whether under any First Lien Security Document, applicable law or otherwise, it being agreed that only the Controlling Collateral Agent shall be entitled
to take any such actions or exercise any such remedies with respect to Shared Collateral; provided that, notwithstanding the foregoing, (i) in any Bankruptcy Case, any Collateral Agent or any other First Lien Secured Party may file a
proof of claim or statement of interest with respect to the First Lien Obligations owed to the First Lien Secured Parties; (ii) any Collateral Agent or any other First Lien Secured Party may take any action to preserve or protect the validity
and enforceability of the Liens granted in favor of First Lien Secured Parties, provided that no such action is, or could reasonably be expected to be, (A) adverse to the Liens granted in favor of the Controlling Secured Parties or the rights
of the Controlling Collateral Agent or any other Controlling Secured Parties to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement; and (iii) any Collateral Agent or any other First Lien
Secured Party may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of such First Lien Secured
Party, including any claims secured by the Shared Collateral, in each case, to the extent not inconsistent with the terms of this Agreement. Notwithstanding the equal priority of the Liens, the Controlling Collateral Agent may deal with the Shared
Collateral as if such Controlling Collateral Agent had a senior Lien on such Collateral. No Non-Controlling Collateral Agent or Non-Controlling Secured Party will
contest, protest or object to any foreclosure proceeding or action brought by the Controlling Collateral Agent or Controlling Secured Party or any other exercise by the Controlling Collateral Agent or Controlling Secured Party of any rights and
remedies relating to the Shared Collateral. The foregoing shall not be construed to limit the rights and priorities of any First Lien Secured Party or Collateral Agent with respect to any Collateral not constituting Shared Collateral. 

(b) Each Collateral Agent and the First Lien Secured Parties for which it is acting hereunder agree to be bound by the provisions of this
Agreement. 
 (c) Each of the First Lien Secured Parties agrees that it will not (and hereby waives any right to) contest or support any
other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity, attachment or enforceability of a Lien held by or on behalf of any of the First Lien Secured Parties in all or
any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Collateral Agent or any other First Lien Secured Party to enforce this
Agreement. 
 SECTION 2.03 No Interference; Payment Over. 

(a) Each First Lien Secured Party agrees that (i) it will not challenge, or support any other Person in challenging, in any proceeding the
validity or enforceability of any First Lien Obligations of any Series or any First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First Lien Security Document or the validity or enforceability of
the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether
by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) it will not institute in any Bankruptcy Case or other proceeding any claim against the Controlling
Collateral Agent or any other First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent or any other
First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent or other First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement,
(iv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof 

  
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marshaled upon any foreclosure or other disposition of such Collateral and (v) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the
enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Collateral Agent or any other First Lien Secured Party to enforce this Agreement. 

(b) Each First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or
payment in respect of any such Shared Collateral, pursuant to any First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of
remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First Lien Secured Parties
that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, Proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of
Section 2.01 hereof. 
 SECTION 2.04 Automatic Release of Liens; Amendments to First Lien Security Documents. 

(a) If, at any time the Controlling Collateral Agent forecloses upon or otherwise exercises remedies against any Shared Collateral resulting in
a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of each Collateral Agent for the benefit of each Series of First Lien Secured Parties upon such Shared Collateral
will automatically be released and discharged; provided that any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01 hereof. 

(b) Each First Lien Secured Party agrees that each Collateral Agent may enter into any amendment to any First Lien Security Document that does
not violate this Agreement. 
 (c) Each Collateral Agent agrees to execute and deliver (at the sole cost and expense of the Grantors) all
such authorizations and other instruments as shall reasonably be requested by the Controlling Collateral Agent to evidence and confirm any release of Shared Collateral provided for in this Section. 

SECTION 2.05. Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings. 

(a) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code or any
other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against Holdings or any of its Subsidiaries. 
 (b)
If any Borrower and/or any other Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code and shall, as
debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”)
under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, each First
Lien Secured Party agrees that it will raise no objection to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral
unless the Controlling Collateral Agent or any Controlling Secured Party, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to
the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party 

  
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will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any First Lien Secured Parties
constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Shared Collateral granted to secure the First Lien Obligations of the
Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the First Lien
Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-a-vis all the other First Lien Secured Parties (other than any Liens of the First Lien Secured Parties constituting DIP Financing Liens) as existed prior to the
commencement of the Bankruptcy Case, (B) the First Lien Secured Parties of each Series are granted Liens on any additional collateral pledged to any First Lien Secured Parties as adequate protection or otherwise in connection with such DIP
Financing or use of cash collateral, with the same priority vis-a-vis the First Lien Secured Parties as set forth in this Agreement, (C) if any amount of such DIP
Financing or cash collateral is applied to repay any of the First Lien Obligations, such amount is applied pursuant to Section 2.01 of this Agreement, and (D) if any First Lien Secured Parties are granted adequate protection with respect
to First Lien Obligations subject hereto, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01 of this
Agreement; provided that the First Lien Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the First Lien Secured Parties of such
Series or its Collateral Agent that shall not constitute Shared Collateral; and provided, further, that the First Lien Secured Parties receiving adequate protection shall not object to any other First Lien Secured Party receiving
adequate protection comparable to any adequate protection granted to such First Lien Secured Parties in connection with a DIP Financing or use of cash collateral. 

SECTION 2.06. Reinstatement. In the event that any of the First Lien Obligations shall be paid in full and such payment or any part
thereof shall subsequently, for whatever reason (including an order or judgment for disgorgement of a preference under the Bankruptcy Code, or any similar law, or the settlement of any claim in respect thereof), be required to be returned or repaid,
the terms and conditions of this Article II shall be fully applicable thereto until all such First Lien Obligations shall again have been paid in full in cash. 

SECTION 2.07. Insurance. As between the First Lien Secured Parties, the Controlling Collateral Agent shall have the right to adjust or
settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral. 

SECTION 2.08. Refinancings. The First Lien Obligations of any Series may be Refinanced, in whole or in part, in each case, without
notice to, or the consent (except to the extent a consent is otherwise required to permit the Refinancing transaction under any Secured Credit Document) of any First Lien Secured Party of any other Series, all without affecting the priorities
provided for herein or the other provisions hereof; provided that the Collateral Agent of the holders of any such Refinancing indebtedness shall have executed a Joinder Agreement on behalf of the holders of such Refinancing indebtedness. 

SECTION 2.09. Possessory Collateral Agent as Gratuitous Bailee for Perfection. 

(a) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared
Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security
interest granted in such Possessory 

  
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Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after
the Discharge of the First Lien Obligations of the Series for which the Controlling Collateral Agent is acting, the Controlling Collateral Agent shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to the
Controlling Collateral Agent (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Controlling Collateral Agent (or make such other arrangements as shall be
reasonably requested by the Controlling Collateral Agent to allow the Controlling Collateral Agent to obtain control of such Possessory Collateral). Pending delivery to the Controlling Collateral Agent, each other Collateral Agent agrees to hold any
Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest
granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. 

(b) The duties or responsibilities of the Controlling Collateral Agent and each other Collateral Agent under this Section 2.09 shall be
limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein. 

ARTICLE III 
 Existence and
Amounts of Liens and Obligations 
 SECTION 3.01. Determinations with Respect to Amounts of Liens and Obligations. Whenever any
Collateral Agent shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First Lien Obligations of any Series, or the Shared Collateral subject to
any Lien securing the First Lien Obligations of any Series, it may request that such information be furnished to it in writing by each other Collateral Agent and shall be entitled to make such determination on the basis of the information so
furnished; provided, however, that if any Collateral Agent shall fail or refuse reasonably promptly to provide the requested information, the requesting Collateral Agent shall be entitled to make any such determination by such method
as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Borrower. Each Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in
accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any First Lien Secured Party or any other Person as a result of such determination.

 ARTICLE IV 
 The
Controlling Collateral Agent 
 SECTION 4.01. Appointment and Authority. 

(a) Each of the First Lien Secured Parties hereby irrevocably appoints and authorizes the Controlling Collateral Agent to take such actions on
its behalf and to exercise such powers as are delegated to the Controlling Collateral Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes
the Controlling Collateral Agent, at the request of the Borrower, to execute and deliver the First Lien/Second Lien Intercreditor Agreement in the capacity as “Designated Senior Representative,” or the equivalent agent, however referred to
for the First Lien Secured Parties under such agreement and authorizes the Controlling 

  
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Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Designated
Senior Representative by the terms of the First Lien/Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent
pursuant to the applicable Senior Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder
or under the First Lien/Second Lien Intercreditor Agreement at the direction of the Controlling Collateral Agent, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent
provision of any Initial Additional First Lien Document and any Additional First Lien Document (as though such co-agents, sub-agents and
attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the
First Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Controlling Collateral Agent to facilitate and effect actions taken or intended to be taken by the
Controlling Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral Agent to effect such actions,
and joining in any action, motion or proceeding initiated by the Controlling Collateral Agent for such purposes. 
 (b) Each Non-Controlling Secured Party acknowledges and agrees that the Controlling Collateral Agent shall be entitled, for the benefit of the First Lien Secured Parties, to sell, transfer or otherwise dispose of or deal
with any Shared Collateral as provided herein and in the First Lien Security Documents, without regard to any rights to which the holders of the Non-Controlling Secured Obligations would otherwise be entitled
as a result of such Non-Controlling Secured Obligations. Without limiting the foregoing, each Non-Controlling Secured Party agrees that none of the Controlling
Collateral Agent or any other First Lien Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Collateral securing any of the First Lien Obligations), or to sell, dispose of or
otherwise liquidate all or any portion of such Shared Collateral (or any other Collateral securing any First Lien Obligations), in any manner that would maximize the return to the Non-Controlling Secured
Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such
realization, sale, disposition or liquidation. Each of the First Lien Secured Parties waives any claim it may now or hereafter have against the Controlling Collateral Agent or the Collateral Agent for any other Series of First Lien Obligations or
any other First Lien Secured Party of any other Series arising out of (i) any actions that do not violate this Agreement which any Collateral Agent or any First Lien Secured Party takes or omits to take (including, actions with respect to the
creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any
claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with the First Lien Security Documents or any other agreement related thereto or to the collection of the First Lien
Obligations or the valuation, use, protection or release of any security for the First Lien Obligations, (ii) any election by any Collateral Agent or any holders of First Lien Obligations, in any proceeding instituted under the Bankruptcy Code,
of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code or any
equivalent provision of any other Bankruptcy Law by, any Grantor or any of its Subsidiaries, as debtor-in-possession. 

  
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 SECTION 4.02. Rights as a First Lien Secured Party. 

(a) The Person serving as the Controlling Collateral Agent hereunder shall have the same rights and powers in its capacity as a First Lien
Secured Party under any Series of First Lien Obligations that it holds as any other First Lien Secured Party of such Series and may exercise the same as though it were not the Controlling Collateral Agent and the term “First Lien Secured
Party” or “First Lien Secured Parties” or (as applicable) “Credit Agreement Secured Party”, “Credit Agreement Secured Parties,” “Initial Additional First Lien Secured Party,” “Initial Additional
First Lien Secured Parties,” “Additional First Lien Secured Party” or “Additional First Lien Secured Parties” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving
as the Controlling Collateral Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of
business with the Grantors or any Subsidiary or other Affiliate thereof as if such Person were not the Controlling Collateral Agent hereunder and without any duty to account therefor to any other First Lien Secured Party. 

SECTION 4.03. Exculpatory Provisions. The Controlling Collateral Agent shall not have any duties or obligations except those expressly
set forth herein. Without limiting the generality of the foregoing, the Controlling Collateral Agent: 
 (i) shall not be
subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing; 

(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights
and powers expressly contemplated hereby; provided that the Controlling Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Controlling Collateral Agent to liability or
that is contrary to this Agreement or applicable law; 
 (iii) shall not, except as expressly set forth herein, have any duty
to disclose, and shall not be liable for the failure to disclose, any information relating to a Grantor or any of its Affiliates that is communicated to or obtained by the Person serving as the Controlling Collateral Agent or any of its Affiliates
in any capacity; 
 (iv) shall not be liable for any action taken or not taken by it (1) in the absence of its own gross
negligence or willful misconduct or (2) in reliance on a certificate of an authorized officer of Holdings stating that such action is permitted by the terms of this Agreement. The Controlling Collateral Agent shall be deemed not to have
knowledge of any Event of Default under any Series of First Lien Obligations unless and until notice describing such Event Default and referencing applicable agreement is given to the Controlling Collateral Agent; 

(v) shall not be responsible for or have any duty to ascertain or inquire into (1) any statement, warranty or
representation made in or in connection with this Agreement or any other First Lien Security Document, (2) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith,
(3) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (4) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other First Lien Security Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the First Lien Security Documents, (5) the
value or the sufficiency of any Collateral for any Series of First Lien Obligations, or (6) the satisfaction of any condition set forth in any Secured Credit Document, other than to confirm receipt of items expressly required to be delivered to
the Controlling Collateral Agent; and 

  
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 (vi) need not segregate money held hereunder from other funds except to the
extent required by law. The Controlling Collateral Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing. 

SECTION 4.04. Collateral and Guaranty Matters. Each of the First Lien Secured Parties irrevocably authorizes the applicable Collateral
Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent under any First Lien Security Document in accordance with Section 2.04 or upon receipt of a written request from the
Borrower stating that the releases of such Lien is permitted by the terms of each then extant Secured Credit Document. 
 ARTICLE V 

Miscellaneous 
 SECTION
5.01. Notices. All notices and other communications provided for herein (including, but not limited to, all the directions and instructions to be provided to the Controlling Collateral Agent herein by the First Lien Secured Parties) shall be
in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: 

(a) if to Holdings or Intermediate Holdings, to Peter Klein, Email: XXXXX, Jason Lublin, Email: XXXXX, Andy Schader, Email:
XXXXX, and to Karen King, Email: XXXXX; 
 (b) if to the Borrower or any Grantor, to the Borrower, at its address at:
[            ], Attention: [            ], Fax: [            ],
Email: [            ]; 
 (c) if to the First Lien Collateral
Agent, to it at JPMorgan Chase Bank, N.A., [            ], Attention: [            ], Fax:
[            ], Email: [            ]; 

(d) if to any other Collateral Agent, to it at the address set forth in the applicable Joinder Agreement. 

Any party hereto may change its address, fax number or email address for notices and other communications hereunder by notice to the other parties hereto.
Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and, may be personally served, telecopied, electronically mailed or sent by courier service or U.S. mail
and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or electronic mail or upon receipt via U.S. mail (registered or certified, with postage prepaid and properly addressed). For the
purposes hereof, the addresses of the parties hereto shall be as set forth above or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties. As agreed to in writing among the
Controlling Collateral Agent and each other Collateral Agent from time to time, notices and other communications may also be delivered by email to the email address of a representative of the applicable person provided from time to time by such
person. 
 SECTION 5.02. Waivers; Amendment; Joinder Agreements. 

(a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other 

  
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or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they
would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

 (b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder
Agreement) except pursuant to an agreement or agreements in writing entered into by each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Borrower’s
consent or which increases the obligations or reduces the rights of the Borrower or any other Grantor, with the consent of the Borrower). 

(c) Notwithstanding the foregoing, without the consent of any First Lien Secured Party, any Additional Agent may become a party hereto by
execution and delivery of a Joinder Agreement in accordance with Section 5.13 of this Agreement and upon such execution and delivery, such Additional Agent and the Additional First Lien Secured Parties and Additional First Lien Obligations of
the Series for which such Additional Agent is acting shall be subject to the terms hereof. 
 (d) Notwithstanding the foregoing, without the
consent of any other Collateral Agent or First Lien Secured Party, the Controlling Collateral Agent may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First Lien Obligations
in compliance with the Credit Agreement, any Initial Additional First Lien Documents and any Additional First Lien Documents. 
 SECTION
5.03. Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, as well as the other First Lien Secured Parties, all of whom are intended to be bound
by, and to be third party beneficiaries of, this Agreement. 
 SECTION 5.04. Survival of Agreement. All covenants, agreements,
representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement. 

SECTION 5.05. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which
when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. 

SECTION 5.06 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

  
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 SECTION 5.07. Authorization. By its signature, each Person executing this Agreement
on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The First Lien Collateral Agent represents and warrants that this Agreement is binding upon the Credit Agreement
Secured Parties. The Initial Additional Agent represents and warrants that this Agreement is binding upon the Initial Additional First Lien Secured Parties. 

SECTION 5.08. Submission to Jurisdiction Waivers; Consent to Service of Process. Each Collateral Agent, on behalf of itself and the
First Lien Secured Parties of the Series for whom it is acting, irrevocably and unconditionally: 
 (a) submits for itself
and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York sitting in New York County,
the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; 

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same; 

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Collateral Agent) at the address referred to in 5.01; 

(d) agrees that nothing herein shall affect the right of any other party hereto (or any First Lien Secured Party) to effect
service of process in any other manner permitted by law or shall limit the right of any party hereto (or any First Lien Secured Party) to sue in any other jurisdiction; and 

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or
proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages. 
 SECTION 5.09. GOVERNING
LAW; WAIVER OF JURY TRIAL. 
 (A) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK. 
 (B) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN. 
 SECTION 5.10. Headings. Article, Section and
Annex headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

SECTION 5.11. Conflicts. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of
any of the other First Lien Security Documents or Additional First Lien Documents, the provisions of this Agreement shall control. 

  
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 SECTION 5.12. Provisions Solely to Define Relative Rights. The provisions of this
Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Secured Parties in relation to one another. None of the Borrower, any other Grantor or any other creditor thereof shall have any rights or
obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Section 2.04, 2.05 or 2.09) is intended to or will amend, waive or otherwise modify the provisions of the Credit
Agreement or any Additional First Lien Documents), and none of the Borrower or any other Grantor may rely on the terms hereof (other than Section 2.04, 2.05 or 2.09). Nothing in this Agreement is intended to or shall impair the obligations of any
Grantor, which are absolute and unconditional, to pay the First Lien Obligations as and when the same shall become due and payable in accordance with their terms. 

SECTION 5.13. Additional First Lien Obligations. To the extent, but only to the extent permitted by the provisions of the Credit
Agreement, the Initial Additional First Lien Documents and the Additional First Lien Documents, the Borrower may incur Additional First Lien Obligations. Any such additional class or series of Additional First Lien Obligations (the “Senior
Class Debt”) may be secured by a Lien and may be guaranteed by the Grantors on a pari passu basis, in each case under and pursuant to the First Lien Documents, if and subject to the condition that the Collateral Agent of
any such Senior Class Debt (each, a “Senior Class Debt Representative”), acting on behalf of the holders of such Senior Class Debt (such Collateral Agent and holders in respect of any Senior
Class Debt being referred to as the “Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding
paragraph. 
 In order for a Senior Class Debt Representative to become a party to this Agreement, 

(i) such Senior Class Debt Representative, the Controlling Collateral Agent and each Grantor shall have executed and
delivered an instrument substantially in the form of Annex II (with such changes as may be reasonably approved by the Controlling Collateral Agent and such Senior Class Representative) pursuant to which such Senior Class Debt
Representative becomes a Collateral Agent and Additional Agent hereunder, and the Senior Class Debt in respect of which such Senior Class Debt Representative is the Collateral Agent and the related Senior Class Debt Parties become
subject hereto and bound hereby; 
 (ii) the Borrower shall have delivered to the Controlling Collateral Agent true and
complete copies of each of the Additional First Lien Documents relating to such Senior Class Debt, certified as being true and correct by a Responsible Officer of the Borrower; 

(iii) the Borrower shall have delivered to the Controlling Collateral Agent an Officer’s Certificate stating that such
Additional First Lien Obligations are permitted by each applicable Secured Credit Document to be incurred, or to the extent a consent is otherwise required to permit the incurrence of such Additional First Lien Obligations under any Secured Credit
Document, each Grantor has obtained the requisite consent; and 
 (iv) the Additional First Lien Documents, as applicable,
relating to such Senior Class Debt shall provide, in a manner reasonably satisfactory to the Controlling Collateral Agent, that each Senior Class Debt Party with respect to such Senior Class Debt will be subject to and bound by the
provisions of this Agreement in its capacity as a holder of such Senior Class Debt. 
 SECTION 5.14 Integration. This Agreement
together with the other Secured Credit Documents and the First Lien Security Documents represents the entire agreement of each of the Grantors and the First Lien Secured Parties with respect to the subject matter hereof and there are no promises,
undertakings, representations or warranties by any Grantor, any Collateral Agent or any other First Lien Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Secured Credit Documents or
the First Lien Security Documents. 

  
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 SECTION 5.15 Information Concerning Financial Condition of the Borrower and the
other Grantors. The Controlling Collateral Agent, the other Collateral Agents and the Secured Parties shall each be responsible for keeping themselves informed of (a) the financial condition of the Borrower and the other Grantors and all
endorsers or guarantors of the First Lien Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the First Lien Obligations. The Controlling Collateral Agent, the other Collateral Agents and the Secured Parties shall
have no duty to advise any other party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that the Controlling Collateral Agent, any other Collateral Agent or any Secured Party,
in its sole discretion, undertakes at any time or from time to time to provide any such information to any other party, it shall be under no obligation to (i) make, and Controlling Collateral Agent, the other Collateral Agents and the Secured
Parties shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (ii) provide any additional
information or to provide any such information on any subsequent occasion, (iii) undertake any investigation or (iv) disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to
maintain confidential or is otherwise required to maintain confidential. 
 SECTION 5.16. Additional Grantors. The Borrower agree
that, if any Subsidiary of Holdings shall become a Grantor after the date hereof, it will promptly cause such Subsidiary to become party hereto by executing and delivering an instrument in the form of Annex III hereto. Upon such execution and
delivery, such Subsidiary will become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of such instrument shall not require the consent of any other party hereunder, and will
be acknowledged by the Controlling Collateral Agent. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement. 

SECTION 5.17. Further Assurances. Each Collateral Agent, on behalf of itself and each First Lien Secured Party under the applicable
Credit Agreement, Initial Additional First Lien Documents or Additional First Lien Debt Facility, agrees that it will take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested)
as the other parties hereto may reasonably request to effectuate the terms of, and the Lien priorities contemplated by, this Agreement. 

SECTION 5.18. Term Loan Collateral Agent and Notes Collateral Agent. It is understood and agreed that (a) the First Lien
Collateral Agent is entering into this Agreement in its capacity as administrative agent under the Credit Agreement and the provisions of Article VIII of the Credit Agreement applicable to it as administrative agent thereunder shall also apply to it
as Controlling Collateral Agent hereunder and (b) the Initial Additional Agent is entering in this Agreement in its capacity as Collateral Agent under the Initial Additional First Lien Documents and the provisions of the Initial Additional
First Lien Documents granting or extending any rights, protections, privileges, indemnities and immunities to the Collateral Agent thereunder shall also apply to the Initial Additional Agent hereunder. 

For the avoidance of doubt, the parties hereto acknowledge that in no event shall the First Lien Collateral Agent or Initial Additional Agent
be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether any such party has been advised of the likelihood of such loss or damage
and regardless of the form of action. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first above written. 
  

			
	 JPMORGAN CHASE BANK, N.A.,

as First Lien Collateral Agent and Controlling Collateral Agent



 
			
		
	By:	 	  

		 	Name:
		 	Title:


 
			
	
	[        ]
	as Initial Additional Agent


 
			
		
	By:	 	  

		 	Name:
		 	Title:


 
			
	
	WME IMG HOLDINGS, LLC


 
			
		
	By:	 	  

		 	Name:
		 	Title:


 
			
	
	WME IMG, LLC


 
			
		
	By:	 	  

		 	Name:
		 	Title:


 
			
	
	WILLIAM MORRIS ENDEAVOR ENTERTAINMENT, LLC


 
			
		
	By:	 	  

		 	Name:
		 	Title:



  
 [Signature Page to First
Lien Intercreditor Agreement] 













 
			
	IRIS MERGER SUB, INC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	[THE GRANTORS LISTED ON ANNEX I HERETO,]
		
	By:	 	  

		 	Name:
		 	Title:


 [Signature Page to First Lien Intercreditor Agreement] 












 ANNEX I 

Grantors 












 ANNEX II 

[FORM OF] JOINDER NO. [        ] dated as of [        ],
20[        ] (this “Joinder”) to the FIRST LIEN INTERCREDITOR AGREEMENT dated as of [ ], 2014 (the “First Lien Intercreditor Agreement”), among WME IMG Holdings, LLC, a
Delaware limited liability company (“Holdings”), William Morris Endeavor Entertainment, LLC, a Delaware limited liability company (“WME”), IMG Worldwide Holdings, LLC, a Delaware limited liability
company (together with WME, the “Borrowers”), the other Grantors (as defined therein), JPMorgan Chase Bank, N.A., as collateral agent for the Credit Agreement Secured Parties (in such capacity, the “First Lien
Collateral Agent”) and [INSERT NAME], as agent for the Initial Additional First Lien Secured Parties(in such capacity and together with its successors in such capacity, the “Initial Additional Agent”) and each Additional
Agent from time to time party thereto. 
 A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned
to such terms in the First Lien Intercreditor Agreement. 
 B. As a condition to the ability of the Borrowers or any Subsidiaries of Holdings
to incur Additional First Lien Obligations and to secure such Senior Class Debt with the Senior Lien and to have such Senior Class Debt guaranteed by the Grantors on a senior basis, in each case under and pursuant to the Additional First
Lien Documents, the Senior Class Debt Representative in respect of such Senior Class Debt is required to become a Collateral Agent under, and such Senior Class Debt and the Senior Class Debt Parties in respect thereof are
required to become subject to and bound by, the First Lien Intercreditor Agreement. Section 5.13 of the First Lien Intercreditor Agreement provides that such Senior Class Debt Representative may become a Collateral Agent under, and such
Senior Class Debt and such Senior Class Debt Parties may become subject to and bound by, the First Lien Intercreditor Agreement, upon the execution and delivery by the Senior Class Representative of an instrument in the form of this
Joinder and the satisfaction of the other conditions set forth in Section 5.13 of the First Lien Intercreditor Agreement. The undersigned Senior Class Debt Representative (the “New Collateral Agent”) is executing this
Joinder in accordance with the requirements of the First Lien Intercreditor Agreement. 
 Accordingly, the Controlling Collateral Agent and
the New Collateral Agent agree as follows: 
 SECTION 1. In accordance with Section 5.13 of the First Lien Intercreditor Agreement, the
New Collateral Agent by its signature below becomes a Collateral Agent and Additional Agent under, and the related Senior Class Debt and Senior Class Debt Parties become subject to and bound by, the First Lien Intercreditor Agreement with
the same force and effect as if the New Collateral Agent had originally been named therein as a Collateral Agent, and the New Collateral Agent, on behalf of itself and such Senior Class Debt Parties, hereby agrees to all the terms and
provisions of the First Lien Intercreditor Agreement applicable to it as a Collateral Agent and to the Senior Class Debt Parties that it represents as Additional First Lien Secured Parties. Each reference to a “Collateral
Agent” or an “Additional Agent” in the First Lien Intercreditor Agreement shall be deemed to include the New Collateral Agent. The First Lien Intercreditor Agreement is hereby incorporated herein by reference.

 SECTION 2. The New Collateral Agent represents and warrants to the Controlling Collateral Agent and the other First Lien Secured Parties
that (i) it has full power and authority to enter into this Joinder, in its capacity as [agent] [trustee], (ii) this Joinder has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with the terms of such Agreement and (iii) the Additional First Lien Documents relating to such Senior Class Debt provide that, upon the New Collateral Agent’s entry into this Agreement, the Senior
Class Debt Parties in respect of such Senior Class Debt will be subject to and bound by the provisions of the First Lien Intercreditor Agreement as Additional First Lien Secured Parties. 












 SECTION 3. This Joinder may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Joinder shall become effective when the Collateral Agent shall have received a counterpart of this Joinder that bears the signature of the New Collateral Agent.
Delivery of an executed signature page to this Joinder by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Joinder. 

SECTION 4. Except as expressly supplemented hereby, the First Lien Intercreditor Agreement shall remain in full force and effect. 

SECTION 5. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

SECTION 6. In case any one or more of the provisions contained in this Joinder should be held invalid, illegal or unenforceable in any
respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in
the First Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 7. All communications and
notices hereunder shall be in writing and given as provided in Section 5.01 of the First Lien Intercreditor Agreement. All communications and notices hereunder to the New Collateral Agent shall be given to it at the address set forth below its
signature here-to. 
 SECTION 8. The Borrower agrees to reimburse the Controlling Collateral Agent
for its reasonable out-of-pocket expenses in connection with this Joinder, including the reasonable fees, other charges and disbursements of counsel for the Controlling
Collateral Agent. 












 IN WITNESS WHEREOF, the New Collateral Agent and the Controlling Collateral Agent have duly
executed this Joinder to the First Lien Intercreditor Agreement as of the day and year first above written. 
  

			
	[NAME OF NEW COLLATERAL AGENT], as
	[    ] for the holders of
	[                    ],
		
	By:	 	  

		 	Name:
		 	Title:














 
	
	Address for notices:
	                                      
                                         
     
	
	                                      
                                         
     
	
	            attention of:
	                                      
                  
	
	            Telecopy:
	                                      
                  















			
	Acknowledged by:
	
	
[                          
      ],
 as Controlling Collateral Agent



			
		
	By:	 	  

		 	Name:
		 	Title:


			
	
	WME IMG HOLDINGS, LLC
		
	By:	 	  

		 	Name:
		 	Title:


			
	
	WME IMG, LLC


			
		
	By:	 	  

		 	Name:
		 	Title:


			
	
	WILLIAM MORRIS ENDEAVOR ENTERTAINMENT, LLC


			
		
	By:	 	  

		 	Name:
		 	Title:


			
	
	IRIS MERGER SUB, INC.


			
		
	By:	 	  

		 	Name:
		 	Title:


			
	
	[THE GRANTORS
	LISTED ON SCHEDULE I HERETO]


			
		
	By:	 	  

		 	Name:
		 	Title:













 Schedule I to the 

Joinder to the 
 First Lien
Intercreditor Agreement 
 Grantors 
  

	[        ]	 














 ANNEX III 

SUPPLEMENT NO. dated as of , 20 (this “Supplement”) to the FIRST LIEN INTERCREDITOR AGREEMENT dated as of [ ], 2014 (the
“First Lien Intercreditor Agreement”), among WME IMG Holdings, LLC, a Delaware limited liability company (“Holdings”), William Morris Endeavor Entertainment, LLC, a Delaware limited liability company
(“WME”), IMG Worldwide Holdings, LLC, a Delaware limited liability company (together with WME, the “Borrowers”), the other Grantors (as defined therein), JPMorgan Chase Bank, N.A., as collateral agent for the Credit
Agreement Secured Parties (in such capacity, the “First Lien Collateral Agent”) and [INSERT NAME], as agent for the Initial Additional First Lien Secured Parties(in such capacity and together with its successors in such capacity,
the “Initial Additional Agent”) and each Additional Agent from time to time party thereto. 
 A. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such terms in the First Lien Intercreditor Agreement. 
 B. The
Grantors have entered into the First Lien Intercreditor Agreement. Pursuant to certain Secured Credit Documents, certain newly acquired or organized Subsidiaries of Holdings are required to enter into the First Lien Intercreditor Agreement.
Section 5.16 of the First Lien Intercreditor Agreement provides that such Subsidiaries may become party to the First Lien Intercreditor Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned
Subsidiary (the “New Grantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement, the Initial Additional First Lien Documents and Additional First Lien Documents. 

Accordingly, the Controlling Collateral Agent and the New Grantor agree as follows: 

SECTION 1. In accordance with Section 5.16 of the First Lien Intercreditor Agreement, the New Grantor by its signature below becomes a
Grantor under the First Lien Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor, and the New Grantor hereby agrees to all the terms and provisions of the First Lien Intercreditor Agreement applicable
to it as a Grantor thereunder. Each reference to a “Grantor” in the First Lien Intercreditor Agreement shall be deemed to include the New Grantor. The First Lien Intercreditor Agreement is hereby incorporated herein by reference. 

SECTION 2. The New Grantor represents and warrants to the Controlling Collateral Agent and the other Secured Parties that this Supplement has
been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. 

SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Supplement shall become effective when the Controlling Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Grantor. Delivery of an executed signature page
to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement. 

SECTION 4. Except as expressly supplemented hereby, the First Lien Intercreditor Agreement shall remain in full force and effect. 












 SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 6. In case any one or more of the provisions contained in this Supplement
should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and
enforceability of the remaining provisions contained herein and in the First Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the First Lien
Intercreditor Agreement. All communications and notices hereunder to the New Grantor shall be given to it in care of the Borrowers as specified in the First Lien Intercreditor Agreement. 

SECTION 8. The Borrowers agree to reimburse the Controlling Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Controlling Collateral Agent. 

  
 -2- 













 IN WITNESS WHEREOF, the New Grantor, and the Controlling Collateral Agent have duly executed
this Supplement to the First Lien Intercreditor Agreement as of the day and year first above written. 
  

			
	[NAME OF NEW GRANTOR],
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Acknowledged by:
	
	[                    ], as Controlling Collateral Agent,


			
		
	By:	 	  

		 	Name:
		 	Title:


  
 -3- 













 EXHIBIT F 

[Form of First Lien/Second Lien Intercreditor Agreement] 

[Provided under separate cover] 

  
 F-1 













 EXHIBIT G 

FORM OF CLOSING CERTIFICATE 

[NAME OF CERTIFYING LOAN PARTY] 

[●], 2014 
 Reference is
made to the First Lien Credit Agreement dated as of May 6, 2014 (the “Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, William Morris Endeavor Entertainment, LLC, Iris Merger Sub, Inc., the lending institutions
from time to time parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. 

1. The undersigned, [            ], a Responsible Officer of
[        ] (the “Certifying Loan Party”), hereby certifies that [            ] is a duly elected and qualified Responsible Officer
of the Certifying Loan Party and the signature set forth on the signature line for such officer below is such officer’s true and genuine signature, and such officer is duly authorized to execute and deliver on behalf of the Certifying Loan
Party each Loan Document to which it is a party and any certificate or other document to be delivered by the Certifying Loan Party pursuant to such Loan Documents. 

2. The undersigned, [            ], a Responsible Officer of the Certifying Loan
Party, hereby certifies as follows: 
 (a) There are no liquidation or dissolution proceedings pending or to my knowledge
threatened against the Certifying Loan Party, nor to my knowledge has any other event occurred affecting or threatening the organizational existence of the Certifying Loan Party; 

(b) The Certifying Loan Party is a corporation or limited liability company, as applicable, duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization; 
 (c) Attached hereto as Exhibit A is a
complete and correct copy of the resolutions duly adopted by the board of directors (or a duly authorized committee thereof) (in the case of a corporation) or applicable member or members (in the case of a limited liability company), as applicable,
of the Certifying Loan Party on the date indicated therein, authorizing (a) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party and (b) in the case of any Certifying
Loan Party that is a Borrower, the extensions of credit contemplated by the Credit Agreement; such resolutions have not in any way been amended, modified, revoked or rescinded and have been in full force and effect since their adoption to and
including the date hereof and are now in full force and effect; and such resolutions are the only corporate or company proceedings of the Certifying Loan Party now in force relating to or affecting the matters referred to therein; 

(d) Attached hereto as Exhibit B is a true and complete copy of the certificate of incorporation or formation, as
applicable, of the Certifying Loan Party as in effect on the date hereof, certified by the Secretary of State of the Certifying Loan Party’s jurisdiction of organization as of a recent date; 

  
 G-1 













 (e) Attached hereto as Exhibit C is a true and complete copy of the by-laws or limited liability company agreement, as applicable, of the Certifying Loan Party as in effect on the date hereof; 

(f) The persons set forth on Exhibit D are now duly elected and qualified Responsible Officers of the Certifying Loan
Party holding the offices indicated next to their respective names, and such officers hold such offices with the Certifying Loan Party on the date hereof, and the signatures appearing opposite their respective names are the true and genuine
signatures of such officers, and each of such officers is duly authorized to execute and deliver on behalf of the Certifying Loan Party each Loan Document to which it is a party and any certificate or other document to be delivered by the Certifying
Loan Party pursuant to such Loan Documents. 
 [remainder of page intentionally left blank] 

  
 G-2 













 IN WITNESS WHEREOF, the undersigned have signed this certificate as of the date first
written above. 
  

					
	  
 Name:
	  	  
 Name:
	  	
	Title:	  	Title:	  	

 [CLOSING CERTIFICATE SIGNATURE PAGE] 

  
 G-3 













 Exhibit A 

to the Closing Certificate 

Resolutions 












 Exhibit B 

to the Closing Certificate 

Certificate of formation or incorporation 












 Exhibit C 

to the Closing Certificate 
 By-laws or limited liability company agreement 












 Exhibit D 

to the Closing Certificate 

Specimen signatures 
  

					
	 Name
	  	 Office
	  	 Signature

		  		  	  

		  		  	  

		  		  	  














 EXHIBIT H 

FORM OF INTERCOMPANY NOTE 
 [
• ], 2014 
 FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower from time to time from any other Person listed on the
signature page hereto (each, in such capacity, a “Payor”), hereby promises to pay on demand to such other Person listed below (each, in such capacity, a “Payee”), in lawful money of the United States of America, or
in such other currency as agreed to by such Payor and such Payee, in immediately available funds, at such location as such Payee shall from time to time designate, the unpaid principal amount of all loans and advances (including trade payables) made
by such Payee to such Payor. Each Payor promises also to pay interest on the unpaid principal amount of all such loans and advances in like money at said location from the date of such loans and advances until paid at such rate per annum as shall be
agreed upon from time to time by such Payor and such Payee. 
 Reference is made to (i) that certain First Lien Credit Agreement, dated
as of May 6, 2014 (the “Closing Date”) (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien Credit Agreement”) among WME IMG Holdings, LLC (“Holdings”),
WME IMG, LLC (“Intermediate Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC, a Delaware limited liability company and successor in interest to Iris Merger Sub, Inc.
(“IMG” and, together with WME, the “Borrowers”), the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (the “First Lien Agent”), (ii) that certain
Second Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Credit Agreement”) by and among Holdings, Intermediate Holdings, the Borrowers,
the Lenders party thereto, and Barclays Bank PLC, as administrative agent and collateral agent for the Lenders thereunder (the “Second Lien Agent” and together with the First Lien Agent, the “Agents”) and
(iii) that certain First Lien/Second Lien Intercreditor Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”)
among the Agents, Holdings, Intermediate Holdings, the Borrowers and the other grantors from time to time party thereto. Capitalized terms used in this intercompany promissory note (this “Note”) but not otherwise defined herein
shall have the meanings given to them in the First Lien Credit Agreement or the First Lien/Second Lien Intercreditor Agreement, as applicable. 

This Note shall be pledged by each Payee that is a Loan Party (a “Loan Party Payee”) (i) to the First Lien Agent, for the
benefit of the Senior Secured Parties, pursuant to the Senior Collateral Documents as collateral security for such Payee’s Senior Credit Agreement Obligations and (ii) to the Second Lien Agent for the benefit of the Junior Secured Parties,
pursuant to the Junior Collateral Documents as collateral security for such Payee’s Junior Credit Agreement Obligations. Each Payee hereby acknowledges and agrees that (i) after the occurrence of and during the continuance of an Event of
Default under and as defined in the First Lien Credit Agreement, the First Lien Agent may, in accordance with and subject to the rights and remedies provided pursuant to the Senior Collateral Documents and otherwise available to it, exercise all
rights of the Loan Party Payees with respect to this Note and (ii) after the occurrence of and during the continuance of an Event of Default under and as defined in the Second Lien Credit Agreement, but subject to the terms of the First
Lien/Second Lien Intercreditor Agreement, the Second Lien Agent may, in accordance with and subject to the rights and remedies provided pursuant to the Junior Collateral Documents and otherwise available to it, exercise all rights of the Loan Party
Payees with respect to this Note. 
  

  
 H-1 













 Upon the commencement of any insolvency or bankruptcy proceeding, or any receivership,
liquidation, reorganization or other similar proceeding in connection therewith, relating to any Payor owing any amounts evidenced by this Note to any Loan Party, or to any property of any such Payor, or upon the commencement of any proceeding for
voluntary liquidation, dissolution or other winding up of any such Payor, all amounts evidenced by this Note owing by such Payor to any and all Loan Parties shall become immediately due and payable, without presentment, demand, protest or notice of
any kind. 
 Anything in this Note to the contrary notwithstanding, the indebtedness evidenced by this Note owed by any Payor that is a Loan
Party to any Payee that is not a Loan Party shall be subordinate and junior in right of payment (but only to the extent permitted by applicable law and not giving rise to material adverse Tax consequences to Holdings or its Subsidiaries), to the
extent and in the manner hereinafter set forth in clauses (i) through (ix) below, to all Senior Credit Agreement Obligations of such Payor to the Senior Secured Parties until the Termination Date (as defined in the First Lien Credit Agreement)
shall have occurred and to all Junior Credit Agreement Obligations of such Payor to the Junior Secured Parties until the Termination Date (as defined in the Second Lien Credit Agreement) shall have occurred; provided that each Payor may make
payments to the applicable Payee so long as no Event of Default under and as defined in either the First Lien Credit Agreement or the Second Lien Credit Agreement shall have occurred and be continuing and such Payor shall have received notice from
the applicable Agent (provided that no such notice shall be required to be given in the case of any Event of Default arising under Section 7.01(h) or 7.01(i) of the First Lien Credit Agreement or Section 7.01(h) or 7.01(i) of the
Second Lien Credit Agreement) (such Secured Obligations and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any
proceedings referred to in clause (i) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”): 

(i) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other
similar proceedings in connection therewith, relating to any Payor or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such Payor (except as expressly permitted by the First Lien
Credit Agreement and the Second Lien Credit Agreement), whether or not involving insolvency or bankruptcy, then, if an Event of Default (as defined in either the First Lien Credit Agreement or the Second Lien Credit Agreement) has occurred and is
continuing, (x) the holders of Senior Indebtedness shall be paid in full in cash in respect of all amounts constituting Senior Indebtedness (other than contingent obligations not yet due, Secured Cash Management Obligations and Secured Swap
Obligations) before any Payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of this Note and (y) until the holders of Senior Indebtedness are paid in full in cash in respect of all
amounts constituting Senior Indebtedness (other than contingent obligations not yet due, Secured Cash Management Obligations and Secured Swap Obligations), any payment or distribution to which such Payee would otherwise be entitled (other than debt
securities of such Payor that are subordinated, to at least the same extent as this Note, to the payment of all Senior Indebtedness then outstanding (such securities being hereinafter referred to as “Restructured Debt Securities”))
shall be made to the holders of Senior Indebtedness. 
 (ii) If any Event of Default (as defined in either the First Lien
Credit Agreement or the Second Lien Credit Agreement) occurs and is continuing after prior written notice from the Agent (provided that no such notice shall be required to be given in the case of any Event of Default arising under
Section 7.01(h) or 7.01(i) of the First Lien Credit Agreement or Section 7.01(h) or 7.01(i) of the Second Lien Credit Agreement) to the Borrowers, then (x) no payment or distribution of any kind or character shall be made by or on behalf
of any Payor that is a Loan 

  
 H-2 













 Party, or any other Person on its behalf, with respect to this Note and (y) upon the
request of the Agents, no amounts evidenced by this Note owing by any Payor to any Payee that is a Loan Party shall be forgiven or otherwise reduced in any way, other than as a result of payment in full thereof made in cash. 

(iii) If any payment or distribution of any character, whether in cash, securities or other property (other than Restructured
Debt Securities), and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, with respect to any amounts evidenced by this Note shall (despite these subordination provisions) be received by any Payee in violation of
clause (i) or (ii) above prior to the Termination Date, such payment or distribution shall be held by such Payee in trust (segregated from other property of such Payee) for the benefit of the Agents, and shall be paid over or delivered in
accordance with the First Lien/Second Lien Intercreditor Agreement or, if no such agreement is in effect at such time, pursuant to the applicable Loan Documents. 

(iv) Each Payee agrees to file all claims against each relevant Payor in any bankruptcy or other proceeding in which the filing
of claims is required by law in respect of any Senior Indebtedness, and the Agents shall be entitled to all of such Payee’s rights thereunder. If for any reason a Payee fails to file such claim at least ten Business Days prior to the last date
on which such claim should be filed, such Payee hereby irrevocably appoints each Agent as its true and lawful attorney-in-fact and each Agent is hereby authorized to act as attorney-in-fact in such Payee’s name to file such claim or, in such
Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of such Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim
shall pay to the applicable Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Payee hereby assigns to each of the Agents all of such Payee’s rights to any payments or
distributions to which such Payee otherwise would be entitled. If the amount so paid is greater than such Payee’s liability hereunder, the applicable Agent shall pay the excess amount to the party entitled thereto under the First Lien/Second
Lien Intercreditor Agreement or, if no such agreement is in effect at such time, pursuant to the applicable Loan Documents, and applicable law. In addition, each Payee hereby irrevocably appoints each Agent as its attorney-in-fact to exercise all of
such Payee’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of each relevant Payor. 

(v) Each Payee waives the right to compel that any property of any Payor or any property of any guarantor of any Senior
Indebtedness or any other Person be applied in any particular order to discharge such Senior Indebtedness. Each Payee expressly waives the right to require the Agents or any other holder of Senior Indebtedness to proceed against any Payor, any
guarantor of any Senior Indebtedness or any other Person, or to pursue any other remedy in its or their power that such Payee cannot pursue and that would lighten such Payee’s burden, notwithstanding that the failure of the Agents or any such
other holder to do so may thereby prejudice such Payee. Each Payee agrees that it shall not be discharged, exonerated or have its obligations hereunder reduced by the Agents’ or any other holder’s of Senior Indebtedness delay in proceeding
against or enforcing any remedy against any Payor, any guarantor of any Senior Indebtedness or any other Person; by the Agents or any holder of Senior Indebtedness releasing any Payor, any guarantor of any Senior Indebtedness or any other Person
from all or any part of the Senior Indebtedness; or by the discharge of any Payor, any guarantor of any Senior Indebtedness or any other Person by an operation of law or otherwise, with or without the intervention or omission of the Agents or any
such holder. 

  
 H-3 













 (vi) Each Payee waives all rights and defenses arising out of an election of
remedies by the Agents or any other holder of Senior Indebtedness, even though that election of remedies, including any nonjudicial foreclosure with respect to any property securing any Senior Indebtedness, has impaired the value of such
Payee’s rights of subrogation, reimbursement, or contribution against any Payor, any guarantor of any Senior Indebtedness or any other Person. Each Payee expressly waives any rights or defenses it may have by reason of protection afforded to
any Payor, any guarantor of any Senior Indebtedness or any other Person with respect to the Senior Indebtedness pursuant to any anti-deficiency laws or other laws of similar import that limit or discharge the principal debtor’s indebtedness
upon judicial or nonjudicial foreclosure of property or assets securing any Senior Indebtedness. 
 (vii) Each Payee agrees
that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of any Senior Indebtedness made by the Agents or any other holder of Senior Indebtedness may be rescinded in
whole or in part by the Agents or such holder, and any Senior Indebtedness may be continued, and the Senior Indebtedness or the liability of any Payee, any guarantor thereof or any other Person obligated thereunder, or any right of offset with
respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered or released by the Agents or any other holder of Senior Indebtedness, in each case without notice to or
further assent by such Payee, which will remain bound hereunder, and without impairing, abridging, releasing or affecting the subordination provided for herein. 

(viii) Each Payee waives any and all notice of the creation, renewal, extension or accrual of any Senior Indebtedness, and any
and all notice of or proof of reliance by holders of Senior Indebtedness upon the subordination provisions set forth herein. The Senior Indebtedness shall be deemed conclusively to have been created, contracted or incurred, and the consent to create
the obligations of any Payee evidenced by this Note shall be deemed conclusively to have been given, in reliance upon the subordination provisions set forth herein. 

(ix) To the maximum extent permitted by law, each Payee waives any claim it might have against the Agents or any other holder
of Senior Indebtedness with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Agents or any such holder, or any of their Related Parties, with
respect to any exercise of rights or remedies under the Loan Documents, except to the extent due to the gross negligence or willful misconduct of the Agents or any such holder, as the case may be, or any of its Related Parties, as determined by a
court of competent jurisdiction in a final and non-appealable judgment. None of the Agents, any other holder of Senior Indebtedness or any of their Related Parties shall be liable for failure to demand, collect or realize upon any guarantee of any
Senior Indebtedness, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any property upon the request of any Payor, any Payee or any other Person or to take any other action whatsoever with regard to any
such guarantee or any other property. 
 Each applicable Payee and each applicable Payor hereby agree that the subordination provisions set
forth in this Note are for the benefit of each Agent and the other holders of Senior Indebtedness. Each Agent and the other holders of Senior Indebtedness are obligees under this Note to the same extent as if their names were written herein as such
and the Administrative Agent may, on behalf of itself and such other holders, proceed to enforce the subordination provisions set forth herein. 

All rights and interests of each Agent and the other holders of Senior Indebtedness hereunder, and the subordination provisions and the
related agreements of the Payors and Payees set forth herein, shall remain in full force and effect irrespective of: 

  
 H-4 













 (i) any lack of validity or enforceability of the First Lien Credit
Agreement, Second Lien Credit Agreement or any other Loan Document; 
 (ii) any change in the time, manner or place of
payment of, or in any other term of, all or any of the Senior Indebtedness or any amendment or waiver or other modification, whether by course of conduct or otherwise, of, or consent to departure from, the First Lien Credit Agreement, the Second
Lien Credit Agreement or any other Loan Document; 
 (iii) any release, amendment, waiver or other modification, whether in
writing or by course of conduct or otherwise, of or consent to departure from, any guarantee of any Senior Indebtedness; or 

(iv) any other circumstances that might otherwise constitute a defense available to, or a discharge of, any Payor in respect of
any Senior Indebtedness or of any Payee or any Payor in respect of the subordination provisions set forth herein. 
 The indebtedness
evidenced by this Note owed by any Payor that is not a Loan Party shall not be subordinated to, and shall rank pari passu in right of payment with, any other obligation of such Payor. 

Nothing contained in the subordination provisions set forth above is intended to or will impair, as between each Payor and each Payee, the
obligations of such Payor, which are absolute and unconditional, to pay to such Payee the principal of and interest on this Note as and when due and payable in accordance with its terms, or is intended to or will affect the relative rights of such
Payee and other creditors of such Payor other than the holders of Senior Indebtedness. 
 Each Payee is hereby authorized to record all
loans and advances made by it to any Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the
information contained therein; provided that the failure of any Payee to record such information shall not affect any Payor’s obligations in respect of intercompany indebtedness extended by such Payee to such Payor. 

Each Payor hereby waives diligence, presentment, demand, protest or notice of any kind whatsoever in connection with this Note. All payments
under this Note shall be made without offset, counterclaim or deduction of any kind. 
 It is understood that this Note shall only evidence
Indebtedness. 
 This Note shall be binding upon each Payor and its successors and assigns, and the terms and provisions of this Note shall
inure to the benefit of each Payee and its successors and assigns, including subsequent holders hereof. Notwithstanding anything to the contrary contained herein, in any other Loan Document or in any other promissory note or other instrument, this
Note replaces and supersedes any and all promissory notes or other instruments which create or evidence any loans or advances made on, before or after the date hereof by any Payee to Holdings or any Subsidiary. 

From time to time after the date hereof, additional Subsidiaries of Holdings may become parties hereto (as Payor and/or Payee, as the case may
be) by executing a counterpart signature page to this Note (each additional Subsidiary, an “Additional Party”). Upon delivery of such counterpart signature page to the Payees, notice of which is hereby waived by the other Payors,
each Additional Party shall be a Payor and/or a Payee, as the case may be, and shall be as fully a party hereto as if such Additional Party were an original signatory hereof. Each Payor expressly agrees that its obligations arising hereunder 

  
 H-5 













 
shall not be affected or diminished by the addition or release of any other Payor or Payee hereunder. This Note shall be fully effective as to any Payor or Payee that is or becomes a party hereto
regardless of whether any other Person becomes or fails to become or ceases to be a Payor or Payee hereunder. 
 No amendment, modification
or waiver of, or consent with respect to, any provisions of this Note shall be effective unless the same shall be in writing and signed and delivered by each Payor and Payee whose rights or obligations shall be affected thereby; provided
that, until such time as the Termination Date shall have occurred, the Administrative Agent shall have provided its prior written consent to such amendment, modification, waiver or consent (such consent not to be unreasonably withheld to the extent
such amendment or modification is required to comply with any Requirement of Law or is not adverse to the interests of the Lenders in any material respects). 

[remainder of page intentionally left blank] 

  
 H-6 













 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK. 
  

			
	[                         ]
		
	By:	 	  

		 	Name:
		 	Title:


 [INTERCOMPANY NOTE SIGNATURE PAGE] 

  
 H-7 













 EXHIBIT I 

Form of Specified Discount Prepayment Notice 

Date: [        , 20        ] 

To: JPMorgan Chase Bank, N.A., as Auction Agent 
 Ladies and
Gentlemen: 
 This Specified Discount Prepayment Notice is delivered to you pursuant to Section 2.11(a)(ii)(B) of that certain First
Lien Credit Agreement, dated as of May 6, 2014 (as further amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”), among WME IMG Holdings, LLC, a Delaware limited
liability company, WME IMG, LLC, a Delaware limited liability company, William Morris Endeavor Entertainment, LLC, a Delaware limited liability company (“WME”), IMG Worldwide Holdings, LLC, a Delaware limited liability company and
successor in interest to Iris Merger Sub, Inc. (“IMG” and, together with WME, the “Borrowers”), the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral
Agent. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. 

Pursuant to Section 2.11(a)(ii)(B) of the Agreement, [WME][IMG] hereby offers to make a Discounted Term Loan
Prepayment to each Term Lender [and to each Additional Lender of the [•, 20•]12 tranche[s] of Term Loans] on the following terms: 

1. This Borrower Offer of Specified Discount Prepayment is available only to each Term Lender [and to each Additional Lender of
the [•, 20•]13 tranche[s] of Term Loans]. 
 2. The maximum
aggregate outstanding amount of the Discounted Term Loan Prepayment that will be made in connection with this offer shall not exceed $[ • ] of Term Loans [and $[ • ] of the [•,
20•]14 tranche[(s)] of Term Loans] (the “Specified Discount Prepayment Amount”).15 

3. The percentage discount to par value at which such Discounted Term Loan Prepayment will be made is [ • ]% in respect of
the Term Loans [and [ • ]% in respect of the [•, 20•]16 tranche[(s)] of Term Loans] (the “Specified Discount”). 

To accept this offer, you are required to submit to the Administrative Agent a Specified Discount Prepayment Response on or before 5:00 p.m.
New York time on the date that is three (3) Business Days following the date of delivery of this notice pursuant to Section 2.11(a)(ii)(B) of the Agreement. 

The Borrowers hereby represent and warrant to the Administrative Agent [and the Term Lenders][, the Term Lenders and each Additional Lender of
the [•, 20•]17 tranche[s] of Term Loans] as follows: 
  

	12 	 List multiple tranches if applicable. 



	13	 List multiple tranches if applicable. 



	14	 List multiple tranches if applicable. 



	15	 Minimum of $1.0 million and whole increments of $500,000. 



	16	 List multiple tranches if applicable. 



  
 I-1 













 1. the Borrowers will not make a Borrowing of Revolving Loans to fund this
Discounted Term Loan Prepayment; and 
 2. that [at least ten (10) Business Days have passed since the consummation of
the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrowers on the applicable Discounted Prepayment Effective Date.][at least three (3) Business Days have passed since the date the Borrowers were notified
that no Term Lender was willing to accept any prepayment of any Term Loan and/or Other Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of
Discounted Prepayment Offers, the date of the Borrowers’ election not to accept any Solicited Discounted Prepayment Offers made by a Term Lender.]18 

The Borrowers acknowledge that the Auction Agent and the relevant Term Lenders are relying on the truth and accuracy of the foregoing
representations and warranties in connection with their decision whether or not to accept the offer set forth in this Specified Discount Prepayment Notice and the acceptance of any prepayment made in connection with this Specified Discount
Prepayment Notice. 
 The Borrowers request that Auction Agent promptly notify each of the relevant Term Lenders party to the Agreement of
this Specified Discount Prepayment Notice. 
 [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK] 

 

	17	 List multiple tranches if applicable. 



	18	 Insert applicable representation. 



 

  
 I-2 













 IN WITNESS WHEREOF, the undersigned have executed this Specified Discount Prepayment Notice
as of the date first above written. 
  

			
	 William Morris Endeavor Entertainment, LLC

		
	By:	 	  

		 	Name:
		 	Title:
	
	IMG Worldwide Holdings, LLC
		
	By:	 	  

		 	Name:
		 	Title:


 Enclosure: Form of Specified Discount Prepayment Response 

[SIGNATURE PAGE] 

  
 I-3 













 EXHIBIT J 

Form of Specified Discount Prepayment Response 

Date: [        , 20        ] 

To: JPMorgan Chase Bank, N.A., as Auction Agent 
 Ladies and
Gentlemen: 
 Reference is made to (a) that certain First Lien Credit Agreement, dated as of May 6, 2014 (as further amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”), among WME IMG Holdings, LLC, a Delaware limited liability company, WME IMG, LLC, a Delaware limited liability company, William
Morris Endeavor Entertainment, LLC, a Delaware limited liability company (“WME”), IMG Worldwide Holdings, LLC, a Delaware limited liability company and successor in interest to Iris Merger Sub, Inc. (“IMG” and,
together with WME, the “Borrowers”), the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and (b) that certain Specified Discount Prepayment Notice, dated
[            , 20        ], from the Borrowers (the “Specified Discount Prepayment Notice”). Capitalized terms used herein and not
otherwise defined herein shall have the meaning ascribed to such terms in the Specified Discount Prepayment Notice or, to the extent not defined therein, in the Agreement. 

The undersigned [Term Lender] [Additional Lender] hereby gives you irrevocable notice, pursuant to
Section 2.11(a)(ii)(B) of the Agreement, that it is willing to accept a prepayment of the following [tranches of] Term Loans held by such [Term Lender] [Additional Lender] at the Specified Discount in an aggregate
outstanding amount as follows: 
 Term Loans—$[ • ] 

[[•, 20•]19 tranche[s] of Term Loans—$[ • ]] 

The undersigned [Term Lender] [Additional Lender] hereby expressly consents and agrees to a prepayment of its [Term Loans][[•, 20•]20 tranche[s] of Term Loans] pursuant to Section 2.11(a)(ii)(B) of the Agreement at a price equal to the [applicable] Specified Discount in the aggregate outstanding amount not to exceed the
amount set forth above, as such amount may be reduced in accordance with the Specified Discount Proration, and as otherwise determined in accordance with and subject to the requirements of the Agreement. 

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK] 

 

	19	 List multiple tranches if applicable. 



	20	 List multiple tranches if applicable. 



  
 J-1 













 IN WITNESS WHEREOF, the undersigned has executed this Specified Discount Prepayment Response
as of the date first above written. 
  

			
	[                         ]
		
	By:	 	  

		 	Name
		 	Title:
		
	By:	 	  

		 	Name
		 	Title:


 [SIGNATURE PAGE] 
  

  
 J-2 













 EXHIBIT K 

Form of Discount Range Prepayment Notice 

Date: [                ,
20        ] 
 To: JPMorgan Chase Bank, N.A., as Auction Agent 

Ladies and Gentlemen: 
 This Discount Range
Prepayment Notice is delivered to you pursuant to Section 2.11(a)(ii)(C) of that certain First Lien Credit Agreement, dated as of May 6, 2014, (as further amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the “Agreement”), among WME IMG Holdings, LLC, a Delaware limited liability company, WME IMG, LLC, a Delaware limited liability company, William Morris Endeavor Entertainment, LLC, a Delaware limited liability company
(“WME”), IMG Worldwide Holdings, LLC, a Delaware limited liability company and successor in interest to Iris Merger Sub, Inc. (“IMG” and, together with WME, the “Borrowers”), the lenders from time
to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. 

Pursuant to Section 2.11(a)(ii)(C) of the Agreement, the [WME][IMG] hereby requests that each Term Lender [and each
Additional Lender of the [•, 20•]21 tranche[s] of Term Loans] submit a Discount Range Prepayment Offer. Any Discounted Term Loan Prepayment made in connection with this solicitation
shall be subject to the following terms: 
 1. This Borrower Solicitation of Discount Range Prepayment Offer is extended at
the sole discretion of [WME][IMG] to each Term Lender [and to each Additional Lender of the [•, 20•]22 tranche[s] of Term Loans]. 

2. The maximum aggregate outstanding amount of the Discounted Term Loan Pre payment that will be made in connection with this
solicitation is $[ • ] of Term Loans [and $[ • ] of the [•, 20•]23 tranche[(s)] of Term Loans] (the “Discount Range Prepayment Amount”).24 
 3. [WME][IMG] is willing to make Discounted Term Loan Prepayments at a
percentage discount to par value greater than or equal to [ • ]% but less than or equal to [ • ]% in respect of the Term Loans [and greater than or equal to [ • ]% but less than or equal to [ • ]% in respect of the [•,
20•]25 tranche[(s)] of Term Loans] (the “Discount Range”). 
 To
make an offer in connection with this solicitation, you are required to deliver to the Administrative Agent a Discount Range Prepayment Offer on or before 5:00 p.m. New York time on the date that is three (3) Business Days following the dated
delivery of the notice pursuant to Section 2.11(a)(ii)(C) of the Agreement. 
  

	21	 List multiple tranches if applicable. 



	22	 List multiple tranches if applicable. 



	23	 List multiple tranches if applicable. 



	24	 Minimum of $1.0 million and whole increments of $500,000. 



	25	 List multiple tranches if applicable. 



  
 K-1 













 The Borrowers hereby represent and warrant to the Auction Agent [and the Term Lenders][, the
Term Lenders and each Additional Lender of the [•, 20 •]26 tranche[s] of Term Loans] as follows: 

1. the Borrowers will not make a Borrowing of Revolving Loans to fund this Discounted Term Loan Prepayment; and 

2. that [at least ten (10) Business Days have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result
of a prepayment made by the Borrowers on the applicable Discounted Prepayment Effective Date.][at least three (3) Business Days have passed since the date the Borrowers were notified that no Lender was willing to accept any prepayment of any
Term Loan and/or Other Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrowers’ election
not to accept any Solicited Discounted Prepayment Offers made by a Term Lender.]27 

The Borrowers acknowledge that the Auction Agent and the relevant Term Lenders are relying on the truth and accuracy of the foregoing
representations and warranties in connection with any Discount Range Prepayment Offer made in response to this Discount Range Prepayment Notice and the acceptance of any prepayment made in connection with this Discount Range Prepayment Notice. 

The Borrowers request that Auction Agent promptly notify each of the relevant Term Lenders party to the Agreement of this Discount Range
Prepayment Notice. 
 [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK] 

 

	26	 List multiple tranches if applicable. 



	27	 Insert applicable representation. 



  
 K-2 













 IN WITNESS WHEREOF, the undersigned have executed this Discount Range Prepayment Notice as
of the date first above written. 
  

			
	William Morris Endeavor Entertainment, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	IMG Worldwide Holdings, LLC
		
	By:	 	  

		 	Name:
		 	Title:


 Enclosure: Form of Discount Range Prepayment Offer 

[SIGNATURE PAGE] 

  
 K-3 













 EXHIBIT L 

Form of Discount Range Prepayment Offer 

Date: [                ,
20        ] 
 To: JPMorgan Chase Bank, N.A., as Auction Agent 

Ladies and Gentlemen: 
 Reference is made to
(a) that certain First Lien Credit Agreement, dated as of May 6, 2014, (as further amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”), among WME IMG Holdings,
LLC, a Delaware limited liability company, WME IMG, LLC, a Delaware limited liability company, William Morris Endeavor Entertainment, LLC, a Delaware limited liability company (“WME”), IMG Worldwide Holdings, LLC, a Delaware limited
liability company and successor in interest to Iris Merger Sub, Inc. (“IMG” and, together with WME, the “Borrowers”), the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent and Collateral Agent, and (b) that certain Discount Range Prepayment Notice, dated [                , 20        ],
from the Borrowers (the “Discount Range Prepayment Notice”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Discount Range Prepayment Notice or, to the extent not
defined therein, in the Agreement. 
 The undersigned [Term Lender] [Additional Lender] hereby gives you irrevocable notice, pursuant to
Section 2.11(a)(ii)(C) of the Agreement, that it is hereby offering to accept a Discounted Term Loan Prepayment on the following terms: 

1. This Discount Range Prepayment Offer is available only for prepayment on the Term Loans [and the [•, 20•]28 tranche[s] of Term Loans] held by the undersigned. 
 2. The maximum
aggregate outstanding amount of the Discounted Term Loan Prepayment that may be made in connection with this offer shall not exceed (the “Submitted Amount”): 

Term Loans—$[ • ] 

[[•, 20•]29 tranche[s] of Term Loans—$[ • ]] 

3. The percentage discount to par value at which such Discounted Term Loan Prepayment may be made is [ • ]% in respect of
the Term Loans [and [ • ]% in respect of the [•, 20•]30 tranche[(s)] of Term Loans] (the “Submitted Discount”). 

The undersigned [Term Lender] [Additional Lender] hereby expressly consents and agrees to a prepayment of its Term Loans [[•, 20• ]31 tranche[s] of Term Loans] indicated above pursuant to Section 2.11(a)(ii)(C) of the Agreement at a price equal to the Applicable Discount and in an aggregate outstanding
amount not to exceed the Submitted Amount, as such amount may be reduced in accordance with the Discount Range Proration, if any, and as otherwise determined in accordance with and subject to the requirements of the Agreement. 

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK] 

 

	28	 List multiple tranches if applicable. 



	29	 List multiple tranches if applicable. 



	30	 List multiple tranches if applicable. 



	31	 List multiple tranches if applicable. 



 

  
 L-1 













 IN WITNESS WHEREOF, the undersigned has executed this Discount Range Prepayment Offer as of
the date first above written. 
  

			
	[                         ]
		
	By:	 	  

		 	Name
		 	Title:
		
	By:	 	  

		 	Name
		 	Title:


 [SIGNATURE PAGE] 
  

  
 L-2 













 EXHIBIT M 

Form of Solicited Discounted Prepayment Notice 

Date: [                ,
20        ] 
 To: JPMorgan Chase Bank, N.A., as Auction Agent 

Ladies and Gentlemen: 
 This Solicited Discounted
Prepayment Notice is delivered to you pursuant to Section 2.11(a)(ii)(D) of that certain First Lien Credit Agreement, dated as of May 6, 2014 (as further amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement”), among WME IMG Holdings, LLC, a Delaware limited liability company, WME IMG, LLC, a Delaware limited liability company, William Morris Endeavor Entertainment, LLC, a Delaware limited
liability company (“WME”), IMG Worldwide Holdings, LLC, a Delaware limited liability company and successor in interest to Iris Merger Sub, Inc. (“IMG” and, together with WME, the “Borrowers”), the
lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. 

Pursuant to Section 2.11(a)(ii)(D) of the Agreement, the Borrowers hereby request that each Term Lender [and to each
Additional Lender of the [•, 20•]32 tranche[s] of Term Loans] submit a Solicited Discounted Prepayment Offer. Any Discounted Term Loan Prepayment made in connection with this
solicitation shall be subject to the following terms: 
 1. This Borrower Solicitation of Discounted Prepayment Offer is
extended at the sole discretion of the Borrowers to each Term Lender [and to each Additional Lender of the [•, 20•]33 tranche[s] of Term Loans]. 

2. The maximum aggregate outstanding amount of the Discounted Term Loan Prepayment that will be made in connection with this
solicitation is (the “Solicited Discounted Prepayment Amount”):34 

Term Loans—$[•] 

[[•, 20•]35 tranche[s] of Term Loans—$[•]] 

To make an offer in connection with this solicitation, you are required to deliver to the Administrative Agent a Solicited
Discounted Prepayment Offer on or before 5:00 p.m. New York time on the date that is three (3) Business Days following delivery of this notice pursuant to Section 2.11(a)(ii)(D) of the Agreement. 

The Borrowers request that Auction Agent promptly notify each of the relevant Term Lenders party to the Agreement of this Solicited Discounted
Prepayment Notice. 
 [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK] 

 

	32	 List multiple tranches if applicable. 



	33	 List multiple tranches if applicable. 



	34	 Minimum of $1.0 million and whole increments of $500,000. 



	35	 List multiple tranches if applicable. 



 

  
 M-1 













 IN WITNESS WHEREOF, the undersigned have executed this Solicited Discounted Prepayment
Notice as of the date first above written. 
  

			
	William Morris Endeavor Entertainment, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	IMG Worldwide Holdings, LLC
		
	By:	 	  

		 	Name:
		 	Title:


 Enclosure: Form of Solicited Discounted Prepayment Offer 

[SIGNATURE PAGE] 

  
 M-2 













 EXHIBIT N 

Form of Solicited Discounted Prepayment Offer 

Date: [                ,
20        ] 
 To: JPMorgan Chase Bank, N.A., as Auction Agent 

Ladies and Gentlemen: 
 Reference is made to
(a) that certain First Lien Credit Agreement, dated as of May 6, 2014, (as further amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”), among WME IMG Holdings,
LLC, a Delaware limited liability company, WME IMG, LLC, a Delaware limited liability company, William Morris Endeavor Entertainment, LLC, a Delaware limited liability company (“WME”), IMG Worldwide Holdings, LLC, a Delaware limited
liability company and successor in interest to Iris Merger Sub, Inc. (“IMG” and, together with WME, the “Borrowers”), the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent and Collateral Agent, and (b) that certain Solicited Discounted Prepayment Notice, dated [                ,
20        ], from the Borrowers (the “Solicited Discounted Prepayment Notice”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in
the Solicited Discounted Prepayment Notice or, to the extent not defined therein, in the Agreement. 
 To accept the offer set forth herein,
you must submit an Acceptance and Prepayment Notice on or before the third Business Day following your receipt of this notice. 
 The
undersigned [Term Lender] [Additional Lender] hereby gives you irrevocable notice, pursuant to Section 2.11(a)(ii)(D) of the Agreement, that it is hereby offering to accept a Discounted Term Loan Prepayment on the following
terms: 
 1. This Solicited Discounted Prepayment Offer is available only for prepayment on the Term Loans [[•,
20•]36 tranche[s] of Term Loans] held by the undersigned. 
 2. The
maximum aggregate outstanding amount of the Discounted Term Loan Prepayment that may be made in connection with this offer shall not exceed (the “Offered Amount”): 

Term Loans—$[•] 

[[•, 20•]37 tranche[s] of Term Loans—$[•]] 

3. The percentage discount to par value at which such Discounted Term Loan Prepayment may be made is [•]% in respect of
the Term Loans [and [•]% in respect of the [•, 20•]38 tranche[(s)] of Term Loans] (the “Offered Discount”). 

 

	36	 List multiple tranches if applicable. 



	37	 List multiple tranches if applicable. 



	38	 List multiple tranches if applicable. 



  
 N-1 













 The undersigned [Term Lender] [Additional Lender] hereby expressly consents and agrees to a
prepayment of its Term Loans [[•, 20•]39 tranche[s] of Term Loans] pursuant to Section 2.11(a)(ii)(D) of the Agreement at a price equal to the Acceptable Discount and in an
aggregate outstanding amount not to exceed such Lender’s Offered Amount as such amount may be reduced in accordance with the Solicited Discount Proration, if any, and as otherwise determined in accordance with and subject to the requirements of
the Agreement. 
 [REMINDER OF THE PAGE INTENTIONALLY LEFT BLANK] 

 

	39	 List multiple tranches if applicable. 



 

  
 N-2 













 IN WITNESS WHEREOF, the undersigned has executed this Solicited Discounted Prepayment Offer
as of the date first above written. 
  

			
	[                                    
]


 
			
		
	By:	 	  

		 	Name
		 	Title:


 
			
		
	By:	 	  

		 	Name
		 	Title:


 [SIGNATURE PAGE] 

  
 N-3 













 EXHIBIT O 

Form of Acceptance and Prepayment Notice 

Date: [                ,
20        ] 
 To: JPMorgan Chase Bank, N.A., as Auction Agent 

Ladies and Gentlemen: 
 This Acceptance and
Prepayment Notice is delivered to you pursuant to Section 2.11(a)(ii)(D) of that certain First Lien Credit Agreement, dated as of May 6, 2014, (as further amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the “Agreement”) among WME IMG Holdings, LLC, a Delaware limited liability company, WME IMG, LLC, a Delaware limited liability company, William Morris Endeavor Entertainment, LLC, a Delaware limited liability company
(“WME”), IMG Worldwide Holdings, LLC, a Delaware limited liability company and successor in interest to Iris Merger Sub, Inc. (“IMG” and, together with WME, the “Borrowers”), the lenders from time
to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. 

Pursuant to Section 2.11(a)(ii)(D) of the Agreement, the Borrowers hereby irrevocably notify you that they accept
offers delivered in response to the Solicited Discounted Prepayment Notice having an Offered Discount equal to or greater than [ • ]% in respect of the Term Loans [and [ • ]% in respect of the [•, 20• ]40 tranche[(s)] of Term Loans] (the “Acceptable Discount”) in an aggregate amount not to exceed the Solicited Discounted Prepayment Amount. 

The Borrowers expressly agree that this Acceptance and Prepayment Notice shall be irrevocable and is subject to the provisions of
Section 2.11(a)(ii)(D) of the Agreement. 
 The Borrowers hereby represent and warrant to the Auction Agent [and
the Term Lenders][and the Term Lenders and each Additional Lender of the [•, 20• ]41 tranche[s] of Term Loans] as follows: 

1. the Borrowers will not make a Borrowing of Revolving Loans to fund this Discounted Term Loan Prepayment; and 

2. that [at least ten (10) Business Days have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result
of a prepayment made by the Borrowers on the applicable Discounted Prepayment Effective Date.][At least three (3) Business Days have passed since the date the Borrowers were notified that no Term Lender was willing to accept any prepayment of
any Term Loan and/or Other Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrowers’
election not to accept any Solicited Discounted Prepayment Offers made by a Term Lender.]42 

 

	40	 List multiple tranches if applicable. 



	41	 List multiple tranches if applicable. 



	42	 Insert applicable representation. 



  
 O-1 













 The Borrowers acknowledge that the Auction Agent and the relevant Term Lenders are relying
on the truth and accuracy of the foregoing representations and warranties in connection with the acceptance of any prepayment made in connection with a Solicited Discounted Prepayment Offer. 

The Borrowers request that Auction Agent promptly notify each of the relevant Term Lenders party to the Agreement of this Acceptance and
Prepayment Notice. 
 [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK] 

  
 O-2 













 IN WITNESS WHEREOF, the undersigned have executed this Acceptance and Prepayment Notice as
of the date first above written. 
  

			
	William Morris Endeavor Entertainment, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	IMG Worldwide Holdings, LLC
		
	By:	 	  

		 	Name:
		 	Title:


 [SIGNATURE PAGE] 

  
 O-3 













 EXHIBIT P-1 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is made to that certain First Lien Credit Agreement dated as of May 6, 2014 (as further amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among WME IMG Holdings, LLC, a Delaware limited liability company (“Holdings”), WME IMG, LLC, a Delaware limited liability
company (“Intermediate Holdings”), William Morris Endeavor Entertainment, LLC, a Delaware limited liability company (“WME”), IMG Worldwide Holdings, LLC, a Delaware limited liability company and successor in
interest to Iris Merger Sub, Inc. (“IMG” and, together with WME, the “Borrowers”), the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.
Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in the Credit Agreement. 
 Pursuant to
the provisions of Section 2.17(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is
providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) it is not a ten percent shareholder of the
Borrowers within the meaning of Code Section 871(h)(3)(B), (iv) it is not a “controlled foreign corporation” related to the Borrowers as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with
any Loan Document are effectively connected with the undersigned’s conduct of a United States trade or business. 
 The undersigned has
furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. person status on the applicable Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent a properly
completed and currently effective certificate in either the calendar year in which payment is to be made by the Borrowers or the Administrative Agent to the undersigned, or in either of the two calendar years preceding such payment. 

[Signature Page Follows] 

  
 P-1-1 













 
			
	[Lender]
		
	By:	 	  

		 	Name:
		 	Title:
	
	[Address]


 Dated:                ,
20[         ] 
 [SIGNATURE PAGE] 

  
 P-1-2 













 EXHIBIT P-2 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is made to that certain First Lien Credit Agreement dated as of May 6, 2014 (as further amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among WME IMG Holdings, LLC, a Delaware limited liability company (“Holdings”), WME IMG, LLC, a Delaware limited liability
company (“Intermediate Holdings”), William Morris Endeavor Entertainment, LLC, a Delaware limited liability company (“WME”), IMG Worldwide Holdings, LLC, a Delaware limited liability company and successor in
interest to Iris Merger Sub, Inc. (“IMG” and, together with WME, the “Borrowers”), the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.
Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in the Credit Agreement. 
 Pursuant to
the provisions of Section 2.17(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is providing this
certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of its direct or indirect partners/members is a
bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrowers within the
meaning of Code Section 871(h)(3)(B), (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrowers as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in
connection with any Loan Document are effectively connected with the undersigned’s or its direct or indirect partners/members’ conduct of a United States trade or business. 

The undersigned has furnished the Administrative Agent and the Borrowers with Internal Revenue Service Form W-8IMY accompanied by one of the
following forms from each of its direct or indirect partners/members claiming the portfolio interest exemption: (i) an applicable Internal Revenue Service Form W-8BEN or (ii) an Internal Revenue Service Form W-8IMY accompanied by an
applicable Internal Revenue Service Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the
information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative
Agent in writing with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

[Signature Page Follows] 
  

  
 P-2-1 













 
			
	[Lender]
		
	By:	 	  

		 	Name:
		 	Title:
	
	[Address]



Dated:                         
               , 20[     ] 
 [SIGNATURE
PAGE] 

  
 P-2-2 













 EXHIBIT P-3 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal
Income Tax Purposes) 
 Reference is made to that certain First Lien Credit Agreement dated as of May 6, 2014 (as further amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among WME IMG Holdings, LLC, a Delaware limited liability company (“Holdings”), WME IMG, LLC, a Delaware
limited liability company (“Intermediate Holdings”), William Morris Endeavor Entertainment, LLC, a Delaware limited liability company (“WME”), IMG Worldwide Holdings, LLC, a Delaware limited liability company and
successor in interest to Iris Merger Sub, Inc. (“IMG” and, together with WME, the “Borrowers”), the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral
Agent. Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in the Credit Agreement. 

Pursuant to the provisions of Section 2.17(e) and Section 9.04(c) of the Credit Agreement, the undersigned hereby certifies that
(i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as
amended (the “Code”), (iii) it is not a ten percent shareholder of the Borrowers within the meaning of Code Section 871(h)(3)(B), (iv) it is not a “controlled foreign corporation” related to the Borrowers as described
in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a United States trade or business. 

The undersigned has furnished its participating Lender with a certificate of its non-U.S. person
status on the applicable Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the
undersigned, or in either of the two calendar years preceding such payments. 
 [Signature Page Follows] 

  
 P-3-1 













 
			
	[Participant]
		
	By:	 	  

		 	Name:
		 	Title:
	
	[Address]



Dated:                         
                   , 20[    ] 

[SIGNATURE PAGE] 
  

  
 P-3-2 













 EXHIBIT P-4 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Non-U.S. Participants That Are Partnerships For U.S. Federal
Income Tax Purposes) 
 Reference is made to that certain First Lien Credit Agreement dated as of May 6, 2014 (as further amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among WME IMG Holdings, LLC, a Delaware limited liability company (“Holdings”), WME IMG, LLC, a Delaware
limited liability company (“Intermediate Holdings”), William Morris Endeavor Entertainment, LLC, a Delaware limited liability company (“WME”), IMG Worldwide Holdings, LLC, a Delaware limited liability company and
successor in interest to Iris Merger Sub, Inc. (“IMG” and, together with WME, the “Borrowers”), the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral
Agent. Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in the Credit Agreement. 

Pursuant to the provisions of Section 2.17(e) and Section 9.04(c) of the Credit Agreement, the undersigned hereby certifies that
(i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) neither the
undersigned nor any of its direct or indirect partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iv) none of its direct or indirect
partners/members is a ten percent shareholder of the Borrowers within the meaning of Code Section 871(h)(3)(B), (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrowers as
described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s or its direct or indirect partners/members’ conduct of a United States trade or
business. 
 The undersigned has furnished its participating Lender with Internal Revenue Service Form
W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members claiming the portfolio interest exemption: (i) an applicable Internal Revenue Service Form W-8BEN or (ii) an Internal Revenue Service Form W-8IMY accompanied by an applicable Internal Revenue Service Form W-8BEN from each
of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made
to the undersigned, or in either of the two calendar years preceding such payments. 
 [Signature Page Follows] 

 

  
 P-4-1 













 
			
	[Participant]
		
	By:	 	  

		 	Name:
		 	Title:
	
	[Address]



Dated:                         
                   , 20[    ] 

[SIGNATURE PAGE] 
  

  
 P-4-2 













 EXHIBIT Q 

[Form of Mortgage] 

  
 Q-1 













 This instrument was prepared in 

consultation with counsel in the state 
 in which the Mortgaged
Property is located 
 by the attorney named below, and after 

recording, please return to: 
 Athy A. O’Keeffe 

Cahill Gordon & Reindel LLP 
 80 Pine Street 

New York, NY 10005 
 MORTGAGE, SECURITY
AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND 
 FIXTURE FILING 

by and from 

[                       
     ] 
 “Mortgagor” 

to 
 JPMORGAN CHASE
BANK, N.A., 
 in its capacity as Collateral Agent 

“Mortgagee” 

Dated as of [            ] [    ],
20[    ] 
 Relating to Premises in: 

[            ] County,
[            ] 












 MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND 

FIXTURE FILING 
 THIS
MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (this “Mortgage”) is executed as of [            ] [    ],
20[    ] by and from [            ], a [            ]
[            ], as mortgagor, assignor and debtor (in such capacities and together with any successors in such capacities, “Mortgagor”), whose address is [
            ], in favor of JPMORGAN CHASE BANK, N.A., having an address at [            ], as Administrative Agent and
Collateral Agent for the benefit of the Secured Parties, as mortgagee, assignee and secured party (in such capacities and, together with its successors and assigns in such capacities, the “Mortgagee”). 

WHEREAS, WME IMG HOLDINGS, LLC (“Holdings”), WME IMG, LLC (“Intermediate Holdings”), WILLIAM MORRIS
ENDEAVOR ENTERTAINMENT, LLC (“WME”) and IMG WORLDWIDE HOLDINGS, LLC, a Delaware limited liability company and successor in interest to Iris Merger Sub, Inc. (“IMG” and, together with WME, the
“Borrowers”) are parties to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as the same may be amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the
“Credit Agreement”), among Holdings, Intermediate Holdings, the Borrowers, the Lenders party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent, BARCLAYS BANK PLC, as syndication agent (the
“Syndication Agent”) and ROYAL BANK OF CANADA and DEUTSCHE BANK AG NEW YORK BRANCH, as co-documentation agents (the “Co-Documentation
Agents”); 
 WHEREAS, pursuant to the Credit Agreement, the Lenders and the Issuing Banks have severally agreed to extend credit to
the Borrowers upon the terms and subject to the conditions set forth therein; 
 WHEREAS, pursuant to the Guarantee Agreement, Mortgagor has
agreed to unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, to the Guaranteed Parties (as defined therein) the prompt and complete payment and performance when due of the Secured Obligations;43 
 WHEREAS, Mortgagor acknowledges that it will derive substantial direct and indirect
benefit from the extensions of credit to the Borrowers pursuant to the Credit Agreement; and44 

WHEREAS, it is a condition to the obligations of the Lenders and the Issuing Banks to make their respective extensions of credit to the
Borrowers under the Credit Agreement that the Mortgagor shall have executed and delivered this Mortgage to the Mortgagee for the benefit of the Secured Parties. 

NOW, THEREFORE, in consideration of the Mortgaged Property and to induce the Administrative Agent, the Collateral Agent and the Lenders to
enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement, and for other good and valuable consideration the sufficiency of which is hereby acknowledged, the
Mortgagor hereby agrees with the Mortgagee, for the benefit of the Secured Parties, as follows: 
  

	43	 To be revised/deleted if Mortgagor = Borrowers 



	44	 To be revised if Mortgagor = Borrowers 














 ARTICLE I DEFINITIONS 

Section 1.1 Definitions. All capitalized terms used herein without definition shall have the respective
meanings ascribed to them in the Credit Agreement. The rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Mortgage. As used herein, the following terms shall have the following meanings: 

(a) “Charges”: shall mean any and all present and future real estate, property and other taxes,
assessments and special assessments, levies, fees, all water and sewer rents and charges and all other governmental charges imposed upon or assessed against, and all claims (including, without limitation, claims for landlords’, carriers’,
mechanics’, workmen’s, repairmen’s, laborer’s, materialmen’s, suppliers’ and warehousemen’s liens and other claims arising by operation of law), judgments or demands against, all or any portion of the Mortgaged
Property or other amounts of any nature which, if unpaid, might result in or permit the creation of, a Lien on the Mortgaged Property or which might result in foreclosure of all or any portion of the Mortgaged Property except, in each case,
Permitted Liens. 
 (b) “Mortgaged Property”: The fee interest in the real property described in
Exhibit A attached hereto and incorporated herein by this reference, together with any greater estate therein as hereafter may be acquired by Mortgagor and all of Mortgagor’s right, title and interest in, to and under all rights,
privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing in each case whether now owned or hereinafter
acquired, including without limitation all water rights, mineral, oil and gas rights, easements and rights of way (collectively, the “Land”), and all of Mortgagor’s right, title and interest now or hereafter acquired in,
to and under (1) all buildings, structures and other improvements now owned or hereafter acquired by Mortgagor, now or at any time situated, placed or constructed upon the Land (the “Improvements”; the Land and
Improvements are collectively referred to as the “Premises”), (2) all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Mortgagor and now or hereafter attached
to, installed in or used in connection with any of the Improvements or the Land, and water, gas, electrical, telephone, storm and sanitary sewer facilities and all other utilities whether or not situated in easements, and all equipment, inventory
and other goods in which Mortgagor now has or hereafter acquires any rights or any power to transfer rights and that are or are to become fixtures (as defined in the UCC, defined below) related to the Land (the “Fixtures”),
(3) all goods, accounts, inventory, general intangibles, instruments, documents, contract rights and chattel paper, including all such items as defined in the UCC, now owned or hereafter acquired by Mortgagor and now or hereafter affixed to, placed
upon, used in connection with, arising from or otherwise related to the Premises (the “Personalty”), (4) all reserves, escrows or impounds required under the Credit Agreement or any of the other Loan Documents and all of
Mortgagor’s right, title and interest in all reserves, deferred payments, deposits, refunds and claims of any nature relating to the Mortgaged Property (the “Deposit Accounts”), (5) all leases, licenses, concessions,
occupancy agreements or other agreements (written or oral, now or at any time in effect) which grant to any Person a possessory interest in, or the right to use, all or any part of the Mortgaged Property, together with all related security and other
deposits (the “Leases”), (6) all of the rents, revenues, royalties, income, proceeds, profits, accounts receivable, security and other types of deposits, and other benefits paid or payable by parties to the Leases for using,
leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Mortgaged Property (the “Rents”), (7) all other agreements, such as construction contracts, architects’ agreements,
engineers’ contracts, utility contracts, maintenance agreements, management agreements, service contracts, listing agreements, guaranties, indemnities, warranties, permits, licenses, certificates and entitlements in any way relating to the
construction, use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property (the “Property Agreements”), (8) all property tax refunds payable with respect to the Mortgaged Property (the
“Tax Refunds”), (9) all accessions, 

  
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replacements and substitutions for any of the foregoing and all proceeds thereof (the “Proceeds”), (10) all insurance policies, unearned premiums therefor and proceeds
from such policies covering any of the above property now or hereafter acquired by Mortgagor (the “Insurance”), (11) all awards, damages, remunerations, reimbursements, settlements or compensation heretofore made or hereafter
to be made by any governmental authority pertaining to any condemnation or other taking (or any purchase in lieu thereof) of all or any portion of the Land, Improvements, Fixtures or Personalty (the “Condemnation Awards”) and
(12) any and all right, title and interest of Mortgagor in and to any and all drawings, plans, specifications, file materials, operating and maintenance records, catalogues, tenant lists, correspondence, advertising materials, operating
manuals, warranties, guarantees, appraisals, studies and data relating to the Mortgaged Property or the construction of any alteration relating to the Premises or the maintenance of any Property Agreement (the “Records”). As
used in this Mortgage, the term “Mortgaged Property” shall mean all or, where the context permits or requires, any portion of the above or any interest therein, provided, however, that for so long as any
Existing Notes remain outstanding and contain provisions regarding the encumbrance of Principal Properties, the Mortgaged Property shall not include any Principal Property. 

(c) “Permitted Liens”: means any Lien permitted by Section 6.02 of the Credit Agreement. 

(d) “UCC”: The Uniform Commercial Code of [        ], or, if
the creation, perfection and enforcement of any security interest herein granted is governed by the laws of a state other than [        ], then, as to the matter in question, the Uniform Commercial Code in
effect in that state. 
 ARTICLE II GRANT 

Section 2.1 Grant. To secure the full and timely payment and performance, as the case may be, in full of all
Secured Obligations, Mortgagor hereby GRANTS, BARGAINS, ASSIGNS, SELLS, TRANSFERS, CONVEYS and CONFIRMS, to the Mortgagee and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Mortgagee a security interest
in and lien upon, the Mortgaged Property whether now owned or hereafter acquired, subject, however, only to Permitted Liens. 

Section 2.2 Secured Obligations. This Mortgage secures, and the Mortgaged Property is collateral security
for, the payment and performance in full when due of the Secured Obligations. 
 Section 2.3 Future Advances. This
Mortgage shall secure all Secured Obligations including, without limitation, future advances whenever hereafter made with respect to or under the Credit Agreement or the other Loan Documents and shall secure not only Secured Obligations with respect
to presently existing indebtedness under the Credit Agreement or the other Loan Documents, but also any and all other indebtedness which may hereafter be owing to the Secured Parties under the Credit Agreement or the other Loan Documents, however
incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future advances and readvances, pursuant to the Credit Agreement or the other Loan Documents, whether such advances are
obligatory or to be made at the option of the Secured Parties, or otherwise, and any extensions, refinancings, modifications or renewals of all such Secured Obligations whether or not Mortgagor executes any extension agreement or renewal instrument
and, in each case, to the same extent as if such future advances were made on the date of the execution of this Mortgage. 

  
 -3- 













 Section 2.4 No Release. Nothing set forth in this Mortgage shall
relieve Mortgagor from the performance of any term, covenant, condition or agreement on Mortgagor’s part to be performed or observed under or in respect of any of the Mortgaged Property or from any liability to any Person under or in
respect of any of the Mortgaged Property or shall impose any obligation on Mortgagee or any other Secured Party to perform or observe any such term, covenant, condition or agreement on Mortgagor’s part to be so performed or observed or shall
impose any liability on Mortgagee or any other Secured Party for any act or omission on the part of Mortgagor relating thereto or for any breach of any representation or warranty on the part of Mortgagor contained in this Mortgage or any other Loan
Document, or under or in respect of the Mortgaged Property or made in connection herewith or therewith. The obligations of Mortgagor contained in this Section 2.4 shall survive the termination hereof and the discharge of
Mortgagor’s other obligations under this Mortgage or the other Loan Documents. 
 ARTICLE III WARRANTIES, REPRESENTATIONS
AND COVENANTS 
 Mortgagor warrants, represents and covenants to Mortgagee as follows: 

Section 3.1 Title to Mortgaged Property and Lien of this Instrument. Mortgagor has good and indefeasible fee
simple title to the Mortgaged Property free and clear of any liens, claims or interests, except the Permitted Liens. This Mortgage creates a valid, enforceable first priority lien and security interest in favor of Mortgagee against the Mortgaged
Property for the benefit of the Secured Parties securing the payment and performance of the Secured Obligations subject only to Permitted Liens. Upon recordation in the official real estate records in the county (or other applicable jurisdiction) in
which the Mortgaged Property is located, this Mortgage will constitute a valid and enforceable first priority mortgage lien on the Mortgaged Property in favor of Mortgagee for the benefit of the Secured Parties subject only to Permitted Liens. 

Section 3.2 First Lien Status. Mortgagor shall preserve and protect the first lien and security interest status of
this Mortgage. If any lien or security interest other than a Permitted Lien is asserted against the Mortgaged Property, Mortgagor shall promptly take such action as may be required pursuant to the Credit Agreement so as to cause it to be released or
contested (including, if applicable, the requirement of providing a bond or other security reasonably satisfactory to Mortgagee). 

Section 3.3 Replacement of Fixtures and Personalty. Mortgagor shall not, without the prior written consent of
Mortgagee, permit any of the Fixtures or Personalty owned or leased by Mortgagor to be removed at any time from the Land or Improvements, unless the removed item is removed temporarily for its protection, maintenance or repair or is not prohibited
from being removed by the Credit Agreement, the Collateral Agreement or any other Loan Document. 
 Section 3.4
Inspection. Pursuant to Section 5.08 of the Credit Agreement, Mortgagor shall permit Mortgagee and its agents, representatives and employees, upon reasonable prior notice to Mortgagor, to inspect the Mortgaged Property and all
books and records of Mortgagor located thereon. 
 Section 3.5 Insurance; Condemnation Awards and Insurance
Proceeds. 
 (a) Insurance. Mortgagor shall maintain or cause to be maintained the insurance required by the Credit Agreement
and any other Loan Document. If any portion of the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the
National Flood Insurance Act of 1968 (or any amendment or successor act thereto), then the Mortgagor shall maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount sufficient to comply with
all applicable rules and regulations promulgated pursuant to such Act. 

  
 -4- 













 (b) Condemnation Awards. Mortgagor shall cause all Condemnation Awards to be applied
in accordance with the Credit Agreement and any other Loan Document. 
 (c) Insurance Proceeds. Mortgagor shall cause all proceeds of
any insurance policies insuring against loss or damage to the Mortgaged Property to be applied in accordance with the Credit Agreement and any other Loan Document. 

(d) Payment of Charges. Except as otherwise permitted by the terms of the Credit Agreement, the Collateral Agreement and any other Loan
Document, Mortgagor shall pay and discharge, or cause to be paid and discharged, from time to time prior to same becoming delinquent, all Charges. Mortgagor shall, upon Mortgagee’s reasonable written request, deliver to Mortgagee receipts
evidencing the payment of all such Charges. 
 Section 3.6 Mortgagor’s Covenants. In order to induce the
Mortgagee to enter into this Mortgage, the Credit Agreement and the other Loan Documents, the Mortgagor agrees that the covenants of Mortgagor set forth in the Credit Agreement, solely to the extent applicable to the Mortgaged Property, this
Mortgage and/or Mortgagor in its capacity as Mortgagor hereunder, are incorporated into this Mortgage by reference as if fully set forth herein and are of full force and effect as if made by Mortgagor herein. 

ARTICLE IV DEFAULT AND REMEDIES 

Section 4.1 Remedies. Upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at
Mortgagee’s election, exercise any or all of the following rights, remedies and recourses: 
 (a) Acceleration.
Subject to any provisions of the Loan Documents providing for the automatic acceleration of the Secured Obligations upon the occurrence of certain Events of Default, declare the Secured Obligations to be immediately due and payable, without further
notice, presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action of any nature whatsoever (each of which hereby is expressly waived by Mortgagor), whereupon the same shall become immediately due and payable.

 (b) Entry on Mortgaged Property. Enter the Mortgaged Property and take exclusive possession thereof and of all
books, records and accounts relating thereto or located thereon. If Mortgagor remains in possession of the Mortgaged Property following the occurrence and during the continuance of an Event of Default and without Mortgagee’s prior written
consent, Mortgagee may invoke any legal remedies to dispossess Mortgagor. 
 (c) Operation of Mortgaged Property.
Hold, lease, develop, manage, operate, carry on the business thereof or otherwise use the Mortgaged Property upon such terms and conditions as Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and
improvements and taking other actions, from time to time, as Mortgagee deems necessary or desirable), and apply all Rents and other amounts collected by Mortgagee in connection therewith in accordance with the provisions of
Section 4.7. 

  
 -5- 













 (d) Default and Remedies. Institute proceedings for the complete
foreclosure of this Mortgage by judicial action or by power of sale, in which case the Mortgaged Property may be sold for cash or credit in one or more parcels. [Such sale shall be made in accordance with
[            ] law at the time of the sale, governing sales of real property under powers of sale conferred by mortgages relating to the sale of real estate or by the UCC relating to the
sale of collateral after default by a debtor (as such laws now exist or may be hereafter amended or succeeded), or by any other present or subsequent articles or enactments relating to same.]45
With respect to any notices required or permitted under the UCC, Mortgagor agrees that ten (10) days’ prior written notice shall be deemed commercially reasonable. At any such sale by virtue of any judicial proceedings, power of sale, or
any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, Mortgagor shall be completely and irrevocably divested of all of
its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Mortgagor, and against all other
Persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor. Mortgagee or any of the other Secured Parties may be a purchaser at such sale. If Mortgagee or such other Secured Party is the highest bidder,
Mortgagee or such other Secured Party may credit the portion of the purchase price that would be distributed to Mortgagee or such other Secured Party against the Secured Obligations in lieu of paying cash. In the event this Mortgage is foreclosed by
judicial action, appraisement of the Mortgaged Property is waived, Mortgagee may postpone from time to time any sale to be made under or by virtue hereof by announcement at the time and place appointed for such sale or for such postponed sale or
sales, and Mortgagee, without further notice or publication, may make such sale at the time and place as announced at the postponed sale. 

(e) Receiver. Make application to a court of competent jurisdiction for, and obtain from such court as a matter of
strict right and without notice to Mortgagor or regard to the adequacy of the Mortgaged Property for the repayment of the Secured Obligations, the appointment of a receiver of the Mortgaged Property, and Mortgagor irrevocably consents to such
appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court, and
shall apply such Rents in accordance with the provisions of Section 4.7; provided, however, that, notwithstanding the appointment of any receiver, Mortgagee shall be entitled as pledgee to the
possession and control of any cash, deposits or instruments at the time held by or payable or deliverable under the terms of the Credit Agreement to Mortgagee. 

(f) UCC. Exercise any and all rights and remedies granted to a secured party upon default under the UCC, including,
without limiting the generality of the foregoing: (i) the right to take possession of the personal property or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the
personal property, and (ii) request Mortgagor at its expense to assemble the personal property and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Any notice of sale, disposition or other intended action by
Mortgagee with respect to the personal property sent to Mortgagor in accordance with the provisions hereof at least ten (10) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. 

(g) Other. Exercise all other rights, remedies and recourses granted under the Loan Documents or otherwise available at
law or in equity. 
  

	45	 Local counsel to advise regarding appropriate power of sale language 



  
 -6- 













 Section 4.2 Separate Sales. The Mortgaged Property may be sold in
one or more parcels and in such manner and order as Mortgagee in its sole discretion may elect. The right of sale arising out of any Event of Default shall not be exhausted by any one or more sales. 

Section 4.3 Remedies Cumulative, Concurrent and Nonexclusive. The Mortgagee and the other Secured Parties
shall have all rights, remedies and recourses granted in the Loan Documents and available at law or equity (including the UCC), which rights (a) shall be cumulative and concurrent, (b) may be pursued separately, successively or
concurrently against Mortgagor or others obligated under the Loan Documents, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Mortgagee or such other Secured Party, as the case may be, (c) may be
exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be,
nonexclusive. No action by Mortgagee or any other Secured Party in the enforcement of any rights, remedies or recourses under the Loan Documents or otherwise at law or equity shall be deemed to cure any Event of Default. 

Section 4.4 Release of and Resort to Collateral. Mortgagee may release, regardless of consideration and without the
necessity for any notice to or consent by the holder of any subordinate lien on the Mortgaged Property, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security
interest created in or evidenced by the Loan Documents or their status as a first priority lien and security interest in and to the Mortgaged Property. For payment of the Secured Obligations, Mortgagee may resort to any other security in such order
and manner as Mortgagee may elect. 
 Section 4.5 Appearance, Waivers, Notice and Marshalling of Assets. After the
occurrence and during the continuance of any Event of Default and immediately upon the commencement of any action, suit or legal proceedings to obtain judgment for the payment or performance of the Secured Obligations or any part thereof, or of any
proceedings to foreclose the lien and security interest created and evidenced hereby or otherwise enforce the provisions hereof or of any other proceedings in aid of the enforcement hereof, Mortgagor shall enter its voluntary appearance in such
action, suit or proceeding. To the fullest extent permitted by law, Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Mortgagor by virtue of any present or future statute of limitations or
law or judicial decision exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any stay of execution, exemption from civil process, redemption or extension of time for payment, (b) all notices of any Event
of Default or of Mortgagee’s election to exercise or the actual exercise of any right, remedy or recourse provided for under the Loan Documents, and (c) any right to a marshalling of assets or a sale in inverse order of alienation.
Mortgagor shall not claim, take or insist on any benefit or advantage of any law now or hereafter in force providing for the valuation or appraisal of the Mortgaged Property, or any part thereof, prior to any sale or sales of the Mortgaged Property
which may be made pursuant to this Mortgage, or pursuant to any decree, judgment or order of any court of competent jurisdiction. Mortgagor covenants not to hinder, delay or impede the execution of any power granted or delegated to Mortgagee by this
Mortgage but to suffer and permit the execution of every such power as though no such law or laws had been made or enacted. 

Section 4.6 Discontinuance of Proceedings. If Mortgagee or any other Secured Party shall have proceeded to
invoke any right, remedy or recourse permitted under the Loan Documents and shall thereafter elect to discontinue or abandon it for any reason, Mortgagee or such other Secured Party, as the case may be, shall have the unqualified right to do so and,
in such an event, Mortgagor, Mortgagee and the other Secured Parties shall be restored to their former positions with respect to the Secured Obligations, the Loan Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses
and powers of Mortgagee and the other Secured Parties shall continue as if the right, remedy or recourse had never been invoked, but no such discontinuance or abandonment shall waive any Event of Default which may then exist or the right of
Mortgagee or any other Secured Party thereafter to exercise any right, remedy or recourse under the Loan Documents for such Event of Default. 

  
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 Section 4.7 Application of Proceeds. Subject to any applicable
Intercreditor Agreement, the Mortgagee shall apply the proceeds of any collection or sale of the Mortgaged Property at any time after receipt in the order set forth below: 

(a) first, to the payment of all costs and expenses incurred by the Mortgagee in connection with such collection or sale
or otherwise in connection with this Mortgage, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Mortgagee
hereunder or under any other Loan Document on behalf of Mortgagor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; 

(b) second, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the
Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); and 

(c) third, to the Mortgagor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct.

 The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with
this Mortgage. Upon any sale of Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient
discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be
answerable in any way for the misapplication thereof. 
 Section 4.8 Occupancy After Sale. Any sale of the
Mortgaged Property or any part thereof in accordance with Section 4.1(d) will divest all right, title and interest of Mortgagor in and to the property sold. Subject to applicable law, any purchaser at a sale will
receive immediate possession of the property purchased. If Mortgagor retains possession of such property or any part thereof subsequent to such sale, Mortgagor will be considered a tenant at sufferance of the purchaser, and will, if Mortgagor
remains in possession after demand to remove, be subject to eviction and removal, forcible or otherwise, with or without process of law. 

Section 4.9 Additional Advances and Disbursements; Costs of Enforcement. 

(a) Upon the occurrence and during the continuance of any Event of Default, Mortgagee and each of the other Secured Parties shall have the
right, but not the obligation, to cure such Event of Default in the name and on behalf of Mortgagor. All reasonable sums advanced and expenses incurred at any time by Mortgagee or any other Secured Party under this
Section 4.9, or otherwise under this Mortgage or applicable law, shall bear interest from the date that such sum is advanced or expense incurred, to and including the date of reimbursement, computed at the highest rate at
which interest is then computed on any portion of the Secured Obligations and all such sums, together with interest thereon, shall be secured by this Mortgage. 
  

  
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 (b) Mortgagor shall pay all
out-of-pocket expenses (including reasonable attorneys’ fees and expenses) of or incidental to the perfection and enforcement of this Mortgage or the enforcement,
compromise or settlement of the Secured Obligations or any claim under this Mortgage, and for the curing thereof, or for defending or asserting the rights and claims of the Mortgagee in respect thereof, by litigation or otherwise. 

Section 4.10 No Mortgagee in Possession. Neither the enforcement of any of the remedies under this Article
IV, the assignment of the Rents and Leases under Article V, the security interests under Article VI, nor any other remedies afforded to the Mortgagee under the Loan Documents, at law or in equity shall cause the Mortgagee or any
other Secured Party to be deemed or construed to be a mortgagee in possession of the Mortgaged Property, to obligate the Mortgagee or any other Secured Party to lease the Mortgaged Property or attempt to do so, or to take any action, incur any
expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. 
 ARTICLE V
ASSIGNMENT OF RENTS AND LEASES 
 Section 5.1 Assignment. In furtherance of and in addition to the
assignment made by Mortgagor in Section 2.1 of this Mortgage, Mortgagor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Mortgagee all of its right, title and interest in and to all Leases (but
only to the extent permitted under the existing Leases), whether now existing or hereafter entered into, and all of its right, title and interest in and to all Rents. This assignment is an absolute assignment and not an assignment for additional
security only. So long as no Event of Default shall have occurred and be continuing, Mortgagor shall have a revocable license from the Mortgagee to exercise all rights extended to the landlord under the Leases, including the right to receive and
collect all Rents and to hold the Rents in trust for use in the payment and performance of the Secured Obligations and to otherwise use the same. The foregoing license is granted subject to the conditional limitation that no Event of Default shall
have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, whether or not legal proceedings have commenced, and without regard to waste, adequacy of security for the Secured Obligations or solvency of
Mortgagor, the license herein granted shall, at the election of the Mortgagee, expire and terminate, upon written notice to Mortgagor by the Mortgagee. 

Section 5.2 Perfection Upon Recordation. Mortgagor acknowledges that Mortgagee has taken all actions
necessary to obtain, and that upon recordation of this Mortgage, Mortgagee shall have, to the extent permitted under applicable law, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and all
security for such Leases. Mortgagor acknowledges and agrees that upon recordation of this Mortgage, Mortgagee’s interest in the Rents shall be deemed to be fully perfected, “choate” and enforced as to Mortgagor and to the extent
permitted under applicable law, all third parties, including, without limitation, any subsequently appointed trustee in any case under Title 11 of the United States Code (the “Bankruptcy Code”), without the necessity of
commencing a foreclosure action with respect to this Mortgage, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative action. 

Section 5.3 Bankruptcy Provisions. Without limitation of the absolute nature of the assignment of the Rents
hereunder, Mortgagor and Mortgagee agree that (a) this Mortgage shall constitute a “security agreement” for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created by this Mortgage extends to
property of Mortgagor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.

 Section 5.4 No Merger of Estates. The rights and estate created by this Mortgage shall not, under any
circumstances, be held to have merged into any other estate or interest now owned or hereafter acquired by the Mortgagee unless the Mortgagee shall have consented to such merger in writing. 

  
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 ARTICLE VI SECURITY AGREEMENT 

Section 6.1 Security Interest. This Mortgage constitutes a “security agreement” on personal
property within the meaning of the UCC and other applicable law and with respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records. To this end,
Mortgagor grants to Mortgagee a first priority security interest in the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards, Records and all other Mortgaged Property which
is personal property to secure the payment and performance of the Secured Obligations, and agrees that Mortgagee shall have all the rights and remedies of a secured party under the UCC with respect to such property. Any notice of sale, disposition
or other intended action by Mortgagee with respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records sent to Mortgagor at least ten (10) days
prior to any action under the UCC shall constitute reasonable notice to Mortgagor. In the event of any conflict or inconsistency whatsoever between the terms of this Mortgage and the terms of the Collateral Agreement with respect to the collateral
covered both therein and herein, including, but not limited to, with respect to whether any such Mortgaged Property is to be subject to a security interest or the use, maintenance or transfer of any such Mortgaged Property, the Collateral Agreement
shall control, govern, and prevail, to the extent of any such conflict or inconsistency. For the avoidance of doubt, no personal property of Mortgagor that does not constitute “Collateral” under and as defined in the Collateral Agreement
shall be subject to any security interest of Mortgagee or any Secured Party or constitute collateral hereunder. 

Section 6.2 Financing Statements. Mortgagor shall prepare and deliver to Mortgagee such financing statements,
and shall execute and deliver to Mortgagee such other documents, instruments and further assurances, in each case in form and substance reasonably satisfactory to Mortgagee, as Mortgagee may, from time to time, reasonably consider necessary to
create, perfect and preserve Mortgagee’s security interest hereunder. Mortgagor hereby irrevocably authorizes Mortgagee to cause financing statements (and amendments thereto and continuations thereof) and any such documents, instruments and
assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. 

Section 6.3 Fixture Filing. This Mortgage shall also constitute a “fixture filing” for the purposes of the
UCC against all of the Mortgaged Property which is or is to become fixtures. The information provided in this Section 6.3 is provided so that this Mortgage shall comply with the requirements of the UCC for a mortgage
instrument to be filed as a financing statement. Mortgagor is the “Debtor” and its name and mailing address are set forth in the preamble of this Mortgage preceding Article I. Mortgagee is the “Secured Party” and its name
and mailing address from which information concerning the security interest granted herein may be obtained are also set forth in the preamble of this Mortgage preceding Article I. A statement describing the portion of the Mortgaged Property
comprising the fixtures hereby secured is set forth in the definition of “Mortgaged Property” in Section 1.1 of this Mortgage. Mortgagor represents and warrants to Mortgagee that Mortgagor is the record owner of
the Mortgaged Property [and 
 the organizational identification number of Mortgagor is
[            ]]46. Mortgagor represents and warrants to Mortgagee that Mortgagor’s jurisdiction of organization is the state of
[        ]. 
  

	46	 Local counsel to advise if organizational IDs are still required given new UCC forms adopted by most states on
7/1/13 



  
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 ARTICLE VII MISCELLANEOUS 

Section 7.1 Notices. All notices, requests and demands pursuant hereto shall be made in accordance with
Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Loan Party shall be given to it in care of the Borrowers at the Borrowers’ addresses set forth in Section 9.01 of the Credit Agreement. 

Section 7.2 Covenants Running with the Land. All grants, covenants, terms, provisions and conditions
contained in this Mortgage are intended by Mortgagor and Mortgagee to be, and shall be construed as, covenants running with the Land. As used herein, “Mortgagor” shall refer to the party named in the first paragraph of this Mortgage and to
any subsequent owner of all or any portion of the Mortgaged Property. All Persons who may have or acquire an interest in the Mortgaged Property shall be deemed to have notice of, and be bound by, the terms of the Credit Agreement and the other Loan
Documents; provided, however, that no such party shall be entitled to any rights thereunder without the prior written consent of Mortgagee. 

Section 7.3 Attorney-in-Fact.
Mortgagor hereby appoints the Mortgagee the attorney-in-fact of Mortgagor for the purpose of carrying out the provisions of this Mortgage and taking any action and executing any instrument that the Mortgagee
may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. The Mortgagor hereby ratifies all that such
attorney shall lawfully do or cause to be done by virtue hereof. Without limiting the generality of the foregoing, the Mortgagee shall have the right, but only upon the occurrence and during the continuance of an Event of Default and notice by the
Mortgagee to the Borrowers of its intent to exercise such rights, with full power of substitution either in the Mortgagee’s name or in the name of Mortgagor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances,
checks, drafts, money orders or other evidences of payment relating to the Mortgaged Property or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Mortgaged
Property; (c) to sign the name of Mortgagor on any invoice or bill of lading relating to any of the Mortgaged Property; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent
jurisdiction to collect or otherwise realize on all or any of the Mortgaged Property or to enforce any rights in respect of any Mortgaged Property; (e) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating
to all or any of the Mortgaged Property; (f) to pay the premiums in respect of all required insurance policies hereunder and under the Credit Agreement and the other Loan Documents; (g) to pay Charges; (h) to make repairs; (i) to
discharge Liens; (j) to pay or perform any obligations of the Mortgagor under any Mortgaged Property; and (k) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Mortgaged
Property, and to do all other acts and things necessary to carry out the purposes of this Mortgage, as fully and completely as though the Mortgagee were the absolute owner of the Mortgaged Property for all purposes, and Mortgagee may expend funds
for such purpose or purposes; provided that nothing herein contained shall be construed as requiring or obligating the Mortgagee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by
the Mortgagee, or to present or file any claim or notice, or to take any action with respect to the Mortgaged Property or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby; provided
further that the Mortgagee shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which the Mortgagor fails to pay or perform as and when required hereby and which the Mortgagor does not
contest in accordance with the provisions of the Credit Agreement and the other Loan Documents. Any and all amounts so expended shall be paid by the Mortgagor in accordance with the Credit Agreement and the other Loan Documents, and repayment shall
be secured by this Mortgage. Neither the provisions of this Section 7.3 nor any action taken by Mortgagee pursuant to the provisions of this Section 7.3 shall prevent any such failure to observe
any covenant contained in this Mortgage nor any breach of warranty from constituting an Event of Default. The Mortgagee and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers
granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to Mortgagor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct or that of any of
their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact. 

  
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 Section 7.4 Successors and Assigns. Whenever in this Mortgage any
of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of Mortgagor or the Mortgagee that are contained in
this Mortgage shall bind and inure to the benefit of their respective successors and assigns. 

Section 7.5 Waivers; Amendments. 

(a) No failure or delay by the Mortgagee or any Secured Party in exercising any right or power hereunder or under any other Loan Document shall
operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Mortgagee and the Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any
provision of this Mortgage or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.5, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default,
regardless of whether the Mortgagee or any Secured Party may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar
or other circumstances. 
 (b) Neither this Mortgage nor any provision hereof may be waived, amended or modified except pursuant to an
agreement or agreements in writing entered into by the Mortgagee and the Mortgagor with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Credit
Agreement; provided that the Mortgagee may, without the consent of any Secured Party, consent to a departure by Mortgagor from any covenant of Mortgagor set forth herein to the extent such departure is consistent with the authority of the Mortgagee
set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement. 

Section 7.6 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS MORTGAGE, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS MORTGAGE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.6. 

Section 7.7 Termination or Release. 

(a) The lien of this Mortgage and all other security interests granted hereby shall terminate when the Termination Date shall have occurred.


  
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 (b) The lien of this Mortgage all other security interests granted hereby shall also
terminate and be released at the time or times and in the manner set forth in Section 9.15 of the Credit Agreement. 
 (c) In connection
with any termination or release pursuant to paragraph (a) or (b) of this Section 7.7, the Mortgagee shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party
shall reasonably request to evidence such termination or release. Any execution and delivery of documents by the Mortgagee pursuant to this Section 7.7 shall be without recourse to or warranty by the Mortgagee. 

Section 7.8 Waiver of Stay, Moratorium and Similar Rights. Mortgagor agrees, to the full extent that it may
lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the
enforcement of the provisions of this Mortgage or the Secured Obligations secured hereby, or any agreement between Mortgagor and Mortgagee or any rights or remedies of Mortgagee or any other Secured Party. 

Section 7.9 Applicable Law. The provisions of this Mortgage shall be governed by and construed under the laws of the
state in which the Mortgaged Property is located. 
 Section 7.10 Headings. The Article, Section and Subsection
titles hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections. 

Section 7.11 Severability. Any provision of this Mortgage held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of such invalid, illegal or unenforceable provisions. 

Section 7.12 Entire Agreement. This Mortgage and the other Loan Documents embody the entire agreement and
understanding between Mortgagor and Mortgagee relating to the subject matter hereof and thereof and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Loan
Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. 

Section 7.13 Mortgagee as Collateral Agent. JPMorgan Chase Bank, N.A. has been appointed to act as the Collateral
Agent under the Credit Agreement, by the Lenders under the Credit Agreement and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to
give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of Mortgaged Property), solely in accordance with this Mortgage and the Credit Agreement, provided
that the Collateral Agent shall exercise, or refrain from exercising, any remedies provided for in Article IV in accordance with the instructions of Required Lenders. In furtherance of the foregoing provisions of this
Section 7.13, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon the Mortgaged Property hereunder, it being understood and agreed by such Secured
Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the ratable benefit of the applicable Lenders and Secured Parties in accordance with the terms of this Section 7.13. 

  
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 Section 7.14 Recording Documentation To Assure Security.
Mortgagor shall, forthwith after the execution and delivery hereof and thereafter, from time to time, cause this Mortgage and any financing statement, continuation statement or similar instrument relating to any of the Mortgaged Property or to any
property intended to be subject to the lien hereof or the security interests created hereby to be filed, registered and recorded in such manner and in such places as may be required by any present or future law and shall take such actions as
Mortgagee shall reasonably deem necessary in order to publish notice of and fully to protect the validity and priority of the liens, assignment, and security interests purported to be created upon the Mortgaged Property and the interest and rights
of Mortgagee therein. Mortgagor shall pay or cause to be paid all taxes and fees incident to such filing, registration and recording, and all expenses incident to the preparation, execution and acknowledgment thereof, and of any instrument of
further assurance, and all Federal or state stamp taxes or other taxes, duties and charges arising out of or in connection with the execution and delivery of such instruments. In the event Mortgagee advances any sums to pay the amounts set forth in
the preceding sentence, such advances shall be secured by this Mortgage. 
 Section 7.15 Further Acts. The
Mortgagor shall, at the sole cost and expense of the Mortgagor, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers, financing statements, continuation
statements, instruments and assurances as the Mortgagee shall from time to time reasonably request, which may be necessary in the judgment of the Mortgagee from time to time to assure, perfect, convey, assign, mortgage, transfer and confirm unto the
Mortgagee, the property and rights hereby conveyed or assigned or which the Mortgagor may be or may hereafter become bound to convey or assign to the Mortgagee or for carrying out the intention or facilitating the performance of the terms hereof or
the filing, registering or recording hereof. Without limiting the generality of the foregoing, in the event that the Mortgagee desires to exercise any remedies, consensual rights or
attorney-in-fact powers set forth in this Mortgage and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person
therefor, then, upon the reasonable request of the Mortgagee, the Mortgagor agrees to use its commercially reasonable efforts to assist and aid the Mortgagee to obtain as soon as practicable any necessary approvals or consents for the exercise of
any such remedies, rights and powers. In the event the Mortgagor shall fail after demand to execute any instrument or take any action required to be executed or taken by the Mortgagor under this Section 7.15, the Mortgagee
may execute or take the same as the attorney-in-fact for the Mortgagor, such power of attorney being coupled with an interest and is irrevocable. 

Section 7.16 Additions to Mortgaged Property. All right, title and interest of Mortgagor in and to all
extensions, amendments, relocations, restakings, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, the Mortgaged Property hereafter acquired by or released to Mortgagor or constructed,
assembled or placed by Mortgagor upon the Land, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case without
any further mortgage, conveyance, assignment or other act by Mortgagor, shall become subject to the Lien and security interest of this Mortgage as fully and completely and with the same effect as though now owned by Mortgagor and specifically
described in the grant of the Mortgaged Property above, but at any and all times Mortgagor will execute and deliver to Mortgagee any and all such further assurances, mortgages, conveyances or assignments thereof as Mortgagee may reasonably require
for the purpose of expressly and specifically subjecting the same to the Lien and security interest of this Mortgage. 

  
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 Section 7.17 Relationship. The relationship of Mortgagee to
Mortgagor hereunder is strictly and solely that of mortgagee and mortgagor and nothing contained in the Credit Agreement, this Mortgage or any other document or instrument now existing and delivered in connection therewith or otherwise in
connection with the Secured Obligations is intended to create, or shall in any event or under any circumstance be construed as creating a partnership, joint venture,
tenancy-in-common, joint tenancy or other relationship of any nature whatsoever between Mortgagee and Mortgagor other than as mortgagee and mortgagor. 

Section 7.18 No Claims Against Mortgagee. Nothing contained in this Mortgage shall constitute any consent or
request by Mortgagee, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, nor as giving Mortgagor any right, power or
authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against Mortgagee in respect thereof or any claim that any lien
based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the lien hereof. 

Section 7.19 Mortgagee’s Fees and Expenses; Indemnification. 

(a) Mortgagor agrees to reimburse the Mortgagee for its fees and expenses incurred hereunder as provided in Section 9.03(a) of the Credit
Agreement; provided that each reference therein to “Holdings”, “Intermediate Holdings” or the “Borrowers” shall be deemed to be a reference to “Mortgagor” and each reference therein to the “Administrative
Agent” shall be deemed to be a reference to the “Mortgagee”. 
 (b) Without limitation of its indemnification obligations
under the other Loan Documents, Mortgagor agrees to indemnify the Mortgagee and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges
and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee by any third party or by Holdings or any Subsidiary arising out of, in connection with, or as a result of, the execution, delivery or performance of
this Mortgage or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether brought by a third party or by Holdings or any Subsidiary and regardless of whether any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or wilful misconduct of, or a breach of the Loan Documents by, such Indemnitee or its Related Parties. 

(c) To the fullest extent permitted by applicable law, Mortgagor shall not assert, and Mortgagor hereby waives, any claim against any
Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or
wilful misconduct of, or a breach of the Loan Documents by, such Indemnitee or its Related Parties, or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising
out of, in connection with, or as a result of, any Loan Document or any agreement or instrument contemplated thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. 

(d) The provisions of this Section 7.19 shall remain operative and in full force and effect regardless of the
termination of this Mortgage or any other Loan Document, the consummation of the transactions contemplated hereby or thereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this
Mortgage or any other Loan Document, or 

  
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any investigation made by or on behalf of any Secured Party. All amounts due under this Section 7.19 shall be payable not later than 10 Business Days after written
demand therefor; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect
to such payment pursuant to this Section 7.19. Any such amounts payable as provided hereunder shall be additional Secured Obligations. 

Section 7.20 Jurisdiction; Consent to Service of Process; Appointment of Service of Process Agent. 

Mortgagor hereto hereby irrevocably and unconditionally: 

(a) submits for itself and its property in any legal action or proceeding relating to this Mortgage and the other Loan Documents to which it is
a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for
the Southern District of New York, and appellate courts from any thereof; 
 (b) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the
same; 
 (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address referred to in Section 7.1 or at such other address of which such Person shall have been notified pursuant thereto;

 (d) agrees that nothing herein shall affect the right of any other party hereto (or any Secured Party) to effect service of process in any
other manner permitted by law or shall limit the right of any party hereto (or any Secured Party) to sue in any other jurisdiction; and 

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section 7.20 any special, exemplary, punitive or consequential damages. 
 (f) designates, appoints and
empowers Holdings, Intermediate Holdings and the Borrowers as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and
documents that may be served in any such action or proceeding. 
 Section 7.21 Reinstatement. Mortgagor
further agrees that, if any payment made by any Loan Party or other Person and applied to the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise
required to be refunded or repaid, or the proceeds of Mortgaged Property are required to be returned by any Secured Party to such Loan Party, its estate, trustee, receiver or any other Person, including Mortgagor, under any bankruptcy law, state or
federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien and security interest securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made or, if
prior thereto the Lien and security interest granted hereby securing such liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), such Lien or security interest shall be reinstated in full force and
effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect any Lien or security interest securing the obligations of Mortgagor in respect of the amount of such payment. 

  
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 Section 7.22 Intercreditor Agreements Govern.
Notwithstanding anything herein to the contrary, the lien and security interest granted to the Mortgagee pursuant to this Mortgage and the exercise of any right or remedy by the Mortgagee hereunder are subject to the provisions of the Intercreditor
Agreements. In the event of any conflict between the terms of the Intercreditor Agreements and this Mortgage, the terms of the Intercreditor Agreements shall govern. 

ARTICLE VIII [LOCAL LAW PROVISIONS47 

Principles of Construction. The terms and provisions set forth below in this Article VIII shall be construed, to the greatest
extent possible, consistently with all other provisions set forth in this Mortgage, and shall be deemed as being in addition to and supplementing all such other terms and provisions of this Mortgage. However, notwithstanding anything to the contrary
set forth elsewhere in this Mortgage, in the event of any inconsistencies between the terms and conditions of this Article VIII and the other terms and conditions of this Mortgage, the terms and conditions of this Article VIII shall
control and be binding.] [The remainder of this page has been intentionally left blank] 
  

	47	 Local Counsel to provide additional local law provisions as necessary. 



  
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 IN WITNESS WHEREOF, Mortgagor has on the date set forth in the acknowledgement
hereto, effective as of the date first above written, caused this instrument to be duly EXECUTED AND DELIVERED by authority duly given. 
  

			
	MORTGAGOR:
		
	By:	 	  

		 	Name:
		 	Title:


 [LOCAL COUNSEL TO CONFIRM ADEQUACY OF SIGNATURE PAGE AND PROVIDE FORM 

OF NOTARY ACKNOWLEDGMENT] 

[Signature page to Mortgage] 












 EXHIBIT A 

LEGAL DESCRIPTION 
 [To
come from title policy] 

  
 Exhibit A-1