EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 
  

 
  

 
 $425,000,000 

CREDIT AGREEMENT 
 Dated as of
May 22, 2017 
 among 

BLUCORA, INC., 
 as the Borrower,

 THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, 

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 

as Administrative Agent and Collateral Agent 

and 
 THE LENDERS PARTY HERETO
FROM TIME TO TIME 
  
  

CREDIT SUISSE SECURITIES (USA) LLC, 

KEYBANK NATIONAL ASSOCIATION 
 and

 SUNTRUST ROBINSON HUMPHREY, INC. 

as Joint Lead Arrangers and Joint Bookrunners 
  

 







 TABLE OF CONTENTS 
  

							
	 ARTICLE I
	 	 DEFINITIONS AND ACCOUNTING TERMS
	  	 	1	 
			
	 Section 1.01.
	 	 Defined Terms
	  	 	1	 
	 Section 1.02.
	 	 Other Interpretive Provisions
	  	 	51	 
	 Section 1.03.
	 	 Accounting Terms
	  	 	52	 
	 Section 1.04.
	 	 Rounding
	  	 	52	 
	 Section 1.05.
	 	 References to Agreements, Laws, Etc
	  	 	53	 
	 Section 1.06.
	 	 Times of Day
	  	 	53	 
	 Section 1.07.
	 	 Timing of Payment or Performance
	  	 	53	 
	 Section 1.08.
	 	 Limited Condition Transactions
	  	 	53	 
	 Section 1.09.
	 	 Pro Forma Calculations
	  	 	54	 
	 Section 1.10.
	 	 Letters of Credit
	  	 	55	 
	 Section 1.11.
	 	 Certifications
	  	 	55	 
			
	 ARTICLE II
	 	 THE COMMITMENTS AND CREDIT EXTENSIONS
	  	 	55	 
			
	 Section 2.01.
	 	 The Loans
	  	 	55	 
	 Section 2.02.
	 	 Borrowings, Conversions and Continuations of Loans
	  	 	56	 
	 Section 2.03.
	 	 Letters of Credit
	  	 	58	 
	 Section 2.04.
	 	 [Reserved]
	  	 	67	 
	 Section 2.05.
	 	 Prepayments
	  	 	67	 
	 Section 2.06.
	 	 Termination or Reduction of Commitments
	  	 	70	 
	 Section 2.07.
	 	 Repayment of Loans
	  	 	71	 
	 Section 2.08.
	 	 Interest
	  	 	71	 
	 Section 2.09.
	 	 Fees
	  	 	72	 
	 Section 2.10.
	 	 Computation of Interest and Fees
	  	 	72	 
	 Section 2.11.
	 	 Evidence of Indebtedness
	  	 	73	 
	 Section 2.12.
	 	 Payments Generally
	  	 	73	 
	 Section 2.13.
	 	 Sharing of Payments
	  	 	75	 
	 Section 2.14.
	 	 Incremental Credit Extensions
	  	 	76	 
	 Section 2.15.
	 	 Refinancing Amendments
	  	 	81	 
	 Section 2.16.
	 	 Extension of Term Loans; Extension of Revolving Credit Loans
	  	 	82	 
	 Section 2.17.
	 	 Defaulting Lenders
	  	 	85	 
			
	 ARTICLE III
	 	 TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
	  	 	87	 
			
	 Section 3.01.
	 	 Taxes
	  	 	87	 
	 Section 3.02.
	 	 Illegality
	  	 	90	 
	 Section 3.03.
	 	 Inability to Determine Rates
	  	 	90	 
	 Section 3.04.
	 	 Increased Cost and Reduced Return; Capital Adequacy; Eurodollar Rate Loan Reserves
	  	 	91	 
	 Section 3.05.
	 	 Funding Losses
	  	 	92	 
	 Section 3.06.
	 	 Matters Applicable to All Requests for Compensation
	  	 	93	 
	 Section 3.07.
	 	 Replacement of Lenders under Certain Circumstances
	  	 	94	 
	 Section 3.08.
	 	 Survival
	  	 	95	 
			
	 ARTICLE IV
	 	 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	  	 	95	 
			
	 Section 4.01.
	 	 Conditions to Initial Credit Extension
	  	 	95	 
	 Section 4.02.
	 	 Conditions to All Credit Extensions after the Closing Date
	  	 	97	 


  
 i 









							
	 ARTICLE V
	 	 REPRESENTATIONS AND WARRANTIES
	  	 	98	 
			
	 Section 5.01.
	 	 Existence, Qualification and Power; Compliance with Laws
	  	 	98	 
	 Section 5.02.
	 	 Authorization; No Contravention
	  	 	98	 
	 Section 5.03.
	 	 Governmental Authorization
	  	 	99	 
	 Section 5.04.
	 	 Binding Effect
	  	 	99	 
	 Section 5.05.
	 	 Financial Statements; No Material Adverse Effect; No Default
	  	 	99	 
	 Section 5.06.
	 	 Litigation
	  	 	100	 
	 Section 5.07.
	 	 Ownership of Property; Liens
	  	 	100	 
	 Section 5.08.
	 	 Environmental Matters
	  	 	100	 
	 Section 5.09.
	 	 Taxes
	  	 	101	 
	 Section 5.10.
	 	 ERISA Compliance
	  	 	101	 
	 Section 5.11.
	 	 Use of Proceeds
	  	 	102	 
	 Section 5.12.
	 	 Margin Regulations; Investment Company Act
	  	 	102	 
	 Section 5.13.
	 	 Disclosure
	  	 	103	 
	 Section 5.14.
	 	 Labor Matters
	  	 	103	 
	 Section 5.15.
	 	 Intellectual Property; Licenses, Etc.
	  	 	103	 
	 Section 5.16.
	 	 Solvency
	  	 	103	 
	 Section 5.17.
	 	 USA Patriot Act; OFAC; FCPA
	  	 	103	 
	 Section 5.18.
	 	 Security Documents
	  	 	104	 
	 Section 5.19.
	 	 Senior Indebtedness
	  	 	104	 
	 Section 5.20.
	 	 Regulated Entities
	  	 	104	 
	 Section 5.21.
	 	 Subsidiaries; Equity Interests
	  	 	105	 
			
	 ARTICLE VI
	 	 AFFIRMATIVE COVENANTS
	  	 	105	 
			
	 Section 6.01.
	 	 Financial Statements
	  	 	105	 
	 Section 6.02.
	 	 Certificates; Other Information
	  	 	107	 
	 Section 6.03.
	 	 Notices
	  	 	108	 
	 Section 6.04.
	 	 Payment of Taxes
	  	 	108	 
	 Section 6.05.
	 	 Preservation of Existence, Etc.
	  	 	109	 
	 Section 6.06.
	 	 Maintenance of Properties; Intellectual Property
	  	 	109	 
	 Section 6.07.
	 	 Maintenance of Insurance
	  	 	109	 
	 Section 6.08.
	 	 Compliance with Laws
	  	 	109	 
	 Section 6.09.
	 	 Books and Records
	  	 	110	 
	 Section 6.10.
	 	 Inspection Rights
	  	 	110	 
	 Section 6.11.
	 	 Additional Collateral; Additional Guarantors
	  	 	110	 
	 Section 6.12.
	 	 Compliance with Environmental Laws
	  	 	112	 
	 Section 6.13.
	 	 Further Assurances; Post-Closing Obligations
	  	 	112	 
	 Section 6.14.
	 	 Designation of Subsidiaries
	  	 	112	 
	 Section 6.15.
	 	 Maintenance of Ratings
	  	 	113	 
	 Section 6.16.
	 	 Use of Proceeds
	  	 	113	 
	 Section 6.17.
	 	 Lender Calls
	  	 	114	 
	 Section 6.18.
	 	 Employee Benefits
	  	 	114	 
			
	 ARTICLE VII
	 	 NEGATIVE COVENANTS
	  	 	114	 
			
	 Section 7.01.
	 	 Liens
	  	 	114	 
	 Section 7.02.
	 	 Investments
	  	 	118	 


  
 ii 









							
	 Section 7.03.
	 	 Indebtedness
	  	 	120	 
	 Section 7.04.
	 	 Fundamental Changes
	  	 	124	 
	 Section 7.05.
	 	 Dispositions
	  	 	124	 
	 Section 7.06.
	 	 Restricted Payments
	  	 	126	 
	 Section 7.07.
	 	 Change in Nature of Business
	  	 	127	 
	 Section 7.08.
	 	 Transactions with Affiliates
	  	 	127	 
	 Section 7.09.
	 	 Burdensome Agreements
	  	 	128	 
	 Section 7.10.
	 	 [Reserved]
	  	 	129	 
	 Section 7.11.
	 	 Consolidated Total Net Leverage Ratio
	  	 	129	 
	 Section 7.12.
	 	 Fiscal Year
	  	 	129	 
	 Section 7.13.
	 	 Prepayments, Etc. of Subordinated Indebtedness
	  	 	129	 
			
	 ARTICLE VIII
	 	 EVENTS OF DEFAULT AND REMEDIES
	  	 	130	 
			
	 Section 8.01.
	 	 Events of Default
	  	 	130	 
	 Section 8.02.
	 	 Remedies Upon Event of Default
	  	 	132	 
	 Section 8.03.
	 	 Application of Funds
	  	 	133	 
	 Section 8.04.
	 	 Borrower’s Right to Cure
	  	 	134	 
			
	 ARTICLE IX
	 	 ADMINISTRATIVE AGENT AND OTHER AGENTS
	  	 	135	 
			
	 Section 9.01.
	 	 Appointment and Authority
	  	 	135	 
	 Section 9.02.
	 	 Rights as a Lender
	  	 	136	 
	 Section 9.03.
	 	 Exculpatory Provisions
	  	 	136	 
	 Section 9.04.
	 	 Reliance by Administrative Agent
	  	 	137	 
	 Section 9.05.
	 	 Delegation of Duties
	  	 	137	 
	 Section 9.06.
	 	 Resignation of Administrative Agent
	  	 	138	 
	 Section 9.07.
	 	 Non-Reliance on Administrative Agent and Other
Lenders
	  	 	138	 
	 Section 9.08.
	 	 No Other Duties, Etc.
	  	 	139	 
	 Section 9.09.
	 	 Administrative Agent May File Proofs of Claim
	  	 	139	 
	 Section 9.10.
	 	 Collateral and Guaranty Matters
	  	 	139	 
	 Section 9.11.
	 	 Secured Treasury Services Agreements and Secured Hedge Agreements
	  	 	141	 
			
	 ARTICLE X
	 	 MISCELLANEOUS
	  	 	141	 
			
	 Section 10.01.
	 	 Amendments, Etc.
	  	 	141	 
	 Section 10.02.
	 	 Notices and Other Communications
	  	 	145	 
	 Section 10.03.
	 	 No Waiver; Cumulative Remedies
	  	 	147	 
	 Section 10.04.
	 	 Attorney Costs and Expenses
	  	 	147	 
	 Section 10.05.
	 	 Indemnification by the Borrower
	  	 	148	 
	 Section 10.06.
	 	 Payments Set Aside
	  	 	149	 
	 Section 10.07.
	 	 Successors and Assigns
	  	 	150	 
	 Section 10.08.
	 	 Confidentiality
	  	 	154	 
	 Section 10.09.
	 	 Setoff
	  	 	155	 
	 Section 10.10.
	 	 Interest Rate Limitation
	  	 	156	 
	 Section 10.11.
	 	 Counterparts
	  	 	156	 
	 Section 10.12.
	 	 Integration
	  	 	156	 
	 Section 10.13.
	 	 Survival of Representations and Warranties
	  	 	157	 
	 Section 10.14.
	 	 Severability
	  	 	157	 
	 Section 10.15.
	 	 GOVERNING LAW
	  	 	157	 
	 Section 10.16.
	 	 WAIVER OF RIGHT TO TRIAL BY JURY
	  	 	158	 


  
 iii 









							
	 Section 10.17.
	 	 Binding Effect
	  	 	158	 
	 Section 10.18.
	 	 USA Patriot Act
	  	 	158	 
	 Section 10.19.
	 	 No Advisory or Fiduciary Responsibility
	  	 	158	 
	 Section 10.20.
	 	 Intercreditor Agreements
	  	 	159	 
	 Section 10.21.
	 	 Acknowledgement and Consent to Bail-In of EEA Financial
Institutions
	  	 	159	 
	 Section 10.22.
	 	 OID Legend
	  	 	159	 
			
	 ARTICLE XI
	 	 GUARANTEE
	  	 	160	 
			
	 Section 11.01.
	 	 The Guarantee
	  	 	160	 
	 Section 11.02.
	 	 Obligations Unconditional
	  	 	160	 
	 Section 11.03.
	 	 Reinstatement
	  	 	161	 
	 Section 11.04.
	 	 Subrogation; Subordination
	  	 	161	 
	 Section 11.05.
	 	 Remedies
	  	 	161	 
	 Section 11.06.
	 	 [Reserved]
	  	 	162	 
	 Section 11.07.
	 	 Continuing Guarantee
	  	 	162	 
	 Section 11.08.
	 	 General Limitation on Guarantee Obligations
	  	 	162	 
	 Section 11.09.
	 	 Release of Guarantors and Collateral
	  	 	162	 
	 Section 11.10.
	 	 Right of Contribution
	  	 	163	 
	 Section 11.11.
	 	 Keepwell
	  	 	163	 

  

			
	SCHEDULES	 	
	 I
	 	 Guarantors

	 1.01
	 	 Commitments

	 4.01(a)
	 	 Closing Date Documents

	 5.06
	 	 Litigation

	 5.07
	 	 Real Property

	 5.10
	 	 Plans

	 5.21
	 	 Subsidiaries; Equity Interests

	 6.13(b)
	 	 Post-Closing Matters

	 7.01(b)
	 	 Existing Liens

	 7.02(f)
	 	 Existing Investments

	 7.03(b)
	 	 Existing Indebtedness

	 7.08
	 	 Affiliate Transactions

	 7.09
	 	 Burdensome Agreements

	 10.02
	 	 Administrative Agent’s Office, Certain Addresses for Notices

		
	EXHIBITS	 	
		
		 	 Form of

		
	 A
	 	 Committed Loan Notice

	 B
	 	 Compliance Certificate

	 C-1
	 	 Term Note

	 C-2
	 	 Revolving Credit Note

	 D
	 	 Solvency Certificate

	 E
	 	 Security Agreement

	 F
	 	 Intercompany Note

	
G-1 to G-4
	 	 Tax Certificates

	 H
	 	 Assignment and Assumption

	 I
	 	 Perfection Certificate


  

  
 iv 








 CREDIT AGREEMENT 

This CREDIT AGREEMENT is entered into as of May 22, 2017, among BLUCORA, INC., a Delaware corporation (the “Borrower”),
the other Guarantors party hereto from time to time, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and,
individually, a “Lender”). 
 PRELIMINARY STATEMENTS 

The Borrower has requested that the Lenders extend certain credit facilities in an aggregate principal amount not to exceed $425,000,000,
consisting of (i) Term Loans to be made available to the Borrower on the Closing Date in an aggregate principal amount of $375,000,000 and (ii) Revolving Credit Commitments (which Revolving Credit Commitments shall include a sub-facility as set forth herein with respect to Letters of Credit) to be made available to the Borrower in an aggregate principal amount of $50,000,000. 

The Lenders have indicated their willingness to lend and each L/C Issuer (as defined below) has indicated its willingness to issue Letters of
Credit, in each case, on the terms and subject to the conditions set forth herein. 
 In consideration of the mutual covenants and
agreements herein contained, the parties hereto covenant and agree as follows: 
 ARTICLE I 

DEFINITIONS AND ACCOUNTING TERMS 

Section 1.01.    Defined Terms. As used in this Agreement (including in the preamble and preliminary
statements hereto), the following terms shall have the meanings set forth below: 
 “2019 Notes” means the Borrower’s
4.25% Convertible Senior Notes due 2019, issued by the Borrower on March 15, 2013. 
 “ABR” means the highest of
(a) the rate of interest determined by the Agent as its prime rate in effect at its principal office in New York City (the “Prime Rate”) and notified to the Borrower, (b) the Federal Funds Effective Rate from time to time
plus 0.50% per annum and (c) the 1-month Eurodollar Rate (as defined below, and taking into account the floor) plus 1.00% per annum. 

“ABR Loan” means a Loan that bears interest based on the ABR. 

“Additional Lender” has the meaning set forth in Section 2.14(c). 

“Additional Refinancing Lender” means, at any time, any Person that is not (w) a Disqualified Lender, (x) a
Defaulting Lender, (y) a natural Person or (z) the Borrower or any of its Subsidiaries, in each case, that agrees to provide any portion of Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with
Section 2.15; provided that each Additional Refinancing Lender shall be subject to the approval of (i) the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed, to the
extent that each such Additional Refinancing Lender is not an Affiliate of a then-existing Lender or an Approved Fund, (ii) the Borrower and (iii) in the case of a Refinancing Amendment in respect of the Revolving Credit Loans, each L/C
Issuer. 







 “Administrative Agent” means Credit Suisse AG, Cayman Islands Branch, in its
capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. Unless the context otherwise requires, the term “Administrative Agent” as used herein and in the other Loan Documents shall include
the Collateral Agent. 
 “Administrative Agent Fee Letter” means the Administrative Agent Fee Letter, dated April 3,
2017, among Credit Suisse Securities (USA) LLC and the Borrower. 
 “Administrative Agent’s Office” means the
Administrative Agent’s address and account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders. 

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent with
respect to any Lender. 
 “Advisory Contract” shall mean any existing investment advisory,
sub-advisory, investment management, trust or similar agreement between HDV Holdings or any of its Subsidiaries and any Person where HDV Holdings or such Subsidiary acts as investment adviser, manager, sub-advisor, sub-manager, or in another similar capacity to such Person. 

“Advisory Services Subsidiary” means H.D. Vest Advisory Services, Inc. 

“Affected Class” has the meaning set forth in Section 3.07(a). 

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. For the avoidance of doubt none of the Arrangers, the
Agents or their respective lending Affiliates shall be deemed to be an Affiliate of the Borrower or any of its Subsidiaries. 

“Agent-Related Persons” means the Agents and their respective Affiliates and the respective officers, directors, employees,
partners, trustees, agents, advisors, attorneys-in-fact and other representatives of each of the foregoing. 

“Agents” means, collectively, the Administrative Agent, the Collateral Agent and the Arrangers. 

“Aggregate Commitments” means the Commitments of all the Lenders. 

“Agreement” means this Credit Agreement, as the same may be amended, restated, amended and restated, supplemented or
otherwise modified from time to time. 
 “All-In Yield” means, as to any
Indebtedness, the yield thereof, whether in the form of interest rate margins, OID, upfront fees, an ABR floor greater than 2.00% or a Eurodollar Rate floor greater than 1.00% (with such increased amount being equated to interest margins for
purposes of determining any increase to the Applicable Margin) or otherwise, in each case incurred or payable by the Borrower generally to the Lenders; provided that (i) OID and upfront fees shall be equated to an interest rate assuming
a four-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness), (ii) “All-In Yield” shall not include arrangement fees,
structuring fees, commitment fees and underwriting fees or other similar fees not paid generally to all Lenders of such 

  
 2 








 
Indebtedness, (iii) if and to the extent such Indebtedness was originally issued with OID or upfront fees and was subsequently repriced through an amendment in connection with which no
additional OID or upfront fees were incurred, the OID or upfront fees with respect to the original issuance of such Indebtedness will be taken into account and (iv) if any such Indebtedness constitutes fixed-rate Indebtedness, the fixed rate
coupon of such Indebtedness shall be swapped to a floating rate on a customary matched-maturity basis, and the All-In Yield of such fixed-rate Indebtedness on a floating rate basis shall be reasonably
determined in a customary manner by the Administrative Agent based on customary financial methodology in consultation with the Borrower (or, if the Administrative Agent declines (or is unable) to determine such
All-In Yield or the appropriate floating rate swap on a matched-maturity basis, as reasonably determined in a customary manner based on customary financial methodology by a financial institution reasonably
acceptable to the Administrative Agent and the Borrower. 
 “Annual Financial Statements” means the audited consolidated
balance sheets and related statements of income and cash flows of the Borrower for the fiscal years ended December 31, 2014, December 31, 2015, and December 31, 2016. 

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977 (Pub. L. No. 95 213, §§ 101-104), as amended, the UK Bribery Act of 2010 and any similar laws, rules or regulations issued, administered or enforced by any Governmental Authority having jurisdiction over the Borrower or any Consolidated
Party. 
 “Anti-Money Laundering Laws” means all applicable financial recordkeeping and reporting requirements and the
money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, which in each case are issued, administered or enforced by any Governmental Authority having jurisdiction over the
Borrower or any Consolidated Party, or to which the Borrower or any Consolidated Party is subject. 
 “Applicable ECF
Percentage” means, for any fiscal year, commencing with the fiscal year ending December 31, 2018, (a) 50%, if the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with
Section 1.09) as of the last day of such fiscal year is greater than 3.00 to 1.00, (b) 25%, if the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with
Section 1.09) as of the last day of such fiscal year is less than or equal to 3.00 to 1.00 and greater than 2.50 to 1.00 and (c) 0%, if the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in
accordance with Section 1.09) as of the last day of such fiscal year is less than or equal to 2.50 to 1.00. 

“Applicable Margin” means a percentage per annum equal to: 

(a)    with respect to Initial Term Loans, (i) for Eurodollar Rate Loans, 3.75% and (B) for ABR
Loans, 2.75% and 
 (b)    with respect to Revolving Credit Loans, unused Revolving Credit Commitments
and Letter of Credit fees, (i) until delivery of financial statements for the first full fiscal quarter ending after the Closing Date pursuant to Section 6.01, (A) for Eurodollar Rate Loans and Letter of Credit
fees, 3.25%, (B) for ABR Loans, 2.25%, and (C) in the case of the undrawn commitment fees for the Revolving Credit Commitments, 0.50%, and (ii) thereafter, the 

  
 3 








 
following percentages per annum, based upon the Consolidated First Lien Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent
pursuant to Section 6.02(a): 
 Applicable Margin 

 

							
	 Pricing
Level
	  	 Consolidated First Lien Net

Leverage Ratio
	  	Eurodollar Rate Loans
and Letter of Credit
Fees	  	ABR Loans
	 1
	  	> 3.00: 1.00	  	3.25%	  	2.25%
	 2
	  	£ 3.00:1:00 and > 2.25: 1.00	  	3.00%	  	2.00%
	 3
	  	£ 2.25: 1.00	  	2.75%	  	1.75%

 Applicable Margin 
  

					
	 Pricing
Level
	  	 Consolidated First Lien Net

Leverage Ratio
	  	Commitment
Fee
	 1
	  	> 2.25: 1.00	  	0.50%
	 2
	  	£ 2.25: 1.00	  	0.375%

 Any increase or decrease in the Applicable Margin resulting from a change in the Consolidated First Lien Net
Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided that, at the option of the Administrative
Agent (at the direction of the Required Lenders) or the Required Lenders (following written notice to the Borrower), the highest pricing level shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was
required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this
definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing, and shall continue to so apply to but excluding the
date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply). 

Notwithstanding the foregoing, (v) the Applicable Margin in respect of any Class of Extended Revolving Credit Commitments or any
Extended Term Loans or Revolving Credit Loans made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (w) the Applicable Margin in respect of
any Revolving Commitment Increase, any Class of Incremental Term Loans or any Class of Incremental Revolving Loans shall be the applicable percentages per annum set forth in the relevant Incremental Amendment, (x) the
Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement, (y) the Applicable Margin in respect of any Class of Refinancing Revolving
Credit Commitments, any Class of Refinancing Revolving Credit Loans or any Class of Refinancing Term Loans shall be the applicable percentages per annum set forth in the applicable Refinancing Amendment and (z) in the case of
the Initial Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14, Section 7.03(g) or Section 7.03(r)(i). 

  
 4 








 In the event that any financial statement or certificate delivered pursuant to
Section 6.01 or 6.02(a) is shown to be inaccurate (at a time when this Agreement is in effect and unpaid Obligations under this Agreement are outstanding (other than contingent obligations in respect of which no
assertion of liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at
such time), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (x) the
Borrower shall immediately deliver to the Administrative Agent a correct Compliance Certificate required by Section 6.02(a) for such Applicable Period and (y) the Borrower shall immediately pay to the Administrative Agent the accrued
additional interest owing as a result of such increased Applicable Margin for such Applicable Period. Nothing in this paragraph shall limit the rights of the Administrative Agent or any Lender under Section 2.08(b) or Article VIII.

 “Applicable Requirements” shall mean, in respect of any Indebtedness, that such Indebtedness satisfies the following
requirements: 
 (a)    (i) if such Indebtedness is secured on a pari passu basis by the
Collateral, such Indebtedness shall not mature earlier than the Latest Maturity Date of the Term Loans outstanding at the time of incurrence of such Indebtedness, and (ii) in the case of any other Indebtedness, such Indebtedness shall not
mature earlier than the date that is 91 days after the Latest Maturity Date of the Term Loans outstanding at the time of incurrence of such Indebtedness; 

(b)    (i) in respect of any Indebtedness that is not revolving in nature, such Indebtedness does not have
greater amortization or mandatory prepayments than the Initial Term Loans and (ii) in respect of any Indebtedness that is revolving in nature, such Indebtedness shall not mature earlier than the Maturity Date of the Revolving Credit Facility or
have amortization or scheduled mandatory commitment reductions (other than at maturity); 
 (c)    such
Indebtedness shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term Loans outstanding at the time of incurrence of such Indebtedness; 

(d)    if such Indebtedness is secured by the Collateral, a Senior Representative acting on behalf of the
holders of such Indebtedness has become party to a Customary Intercreditor Agreement (or any Customary Intercreditor Agreement has been amended or replaced in a manner reasonably acceptable to the Borrower and the Administrative Agent, which results
in such Senior Representative having rights to share in the Collateral on a pari passu basis or a junior lien basis, as applicable); 

(e)    if such Indebtedness is subordinated in right of payment to the Obligations, then such Indebtedness
shall be subordinated on terms reasonably satisfactory to the Administrative Agent; 
 (f)    if such
Indebtedness is secured on a pari passu basis by the Collateral, if the All-In Yield in respect of such Indebtedness exceeds the All-In Yield in respect of any
then-existing Initial Term Loans by more than 0.50%, the Applicable Margin of such then existing Initial Term Loans shall be adjusted such that the All-In Yield of such then existing Initial Term Loans equals
the All-In Yield of such Indebtedness minus 0.50%; provided that if such Indebtedness includes a Eurodollar Rate floor greater than 1.00% per annum or an ABR floor greater than 2.00%
per  

  
 5 








 
annum, such differential between the Eurodollar Rate floor or the ABR floor, as the case may be, shall be equated to the All-In Yield for purposes
of determining whether an increase to the interest rate margin under the Initial Term Loans shall be required, but only to the extent an increase in the Eurodollar Rate floor or ABR floor in the Initial Term Loans, as the case may be, would cause an
increase in the interest rate then in effect thereunder, and in such case, the Eurodollar Rate floor or ABR floor (but not the interest rate margin), applicable to the Initial Term Loans shall be increased to the extent of such differential between
the Eurodollar Rate floors or ABR floors, as the case may be; 
 (g)    to the extent such Indebtedness
is secured, it is not secured by any property or assets of any Consolidated Party other than the Collateral (it being agreed that such Indebtedness shall not be required to be secured by all of the Collateral); provided that Indebtedness that
may be incurred by Restricted Subsidiaries that are not Guarantors pursuant to Section 7.03(r) may be secured by assets of such Restricted Subsidiaries; 

(h)    such Indebtedness shall not be guaranteed by any Person other than any Loan Party and shall not have
any obligors other than any Loan Party, other than to the extent such Indebtedness may be incurred by a Person other than a Loan Party pursuant to Section 7.03(r); 

(i)    the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors, premiums,
optional prepayment or optional redemption provisions) are (i) not materially less favorable (when taken as a whole) to the Consolidated Parties than those set forth in the Loan Documents (when taken as a whole) or (ii) on customary terms
for “high yield” notes of the type being incurred at the time of incurrence (it being agreed that such Indebtedness may be in the form of notes or a credit agreement), except in each case for covenants or other provisions contained in such
Indebtedness that are applicable only after the then Latest Maturity Date; and 
 (j)    the holders of
such Indebtedness may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans then outstanding; 

provided that a certificate of a Responsible Officer of the Borrower 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 Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that
such terms and conditions satisfy the requirements of this definition, shall be conclusive evidence that such terms and conditions satisfy the requirements of this definition unless the Administrative Agent notifies the Borrower within such five
Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees). 

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class and
(b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) the Revolving Credit Lenders. 

“Approved Bank” has the meaning set forth in clause (c) of the definition of “Cash
Equivalents.” 
 “Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or managed
by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender. 

  
 6 








 “Arrangers” means Credit Suisse Securities (USA) LLC, KeyBank National
Association and SunTrust Robinson Humphrey, Inc., in their capacity as joint lead arrangers and joint bookrunners under this Agreement. 

“Assignee” has the meaning set forth in Section 10.07(b). 

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of
Exhibit H hereto or any other form approved by the Administrative Agent. 
 “Attorney Costs”
means and includes all reasonable and documented fees, expenses and disbursements of any law firm or other external legal counsel. 

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount
thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP. 
 “AUM”
shall mean assets of any Person (whether held on the BD Subsidiary’s brokerage platform or held by a mutual fund, insurance company or other Person or otherwise under management pursuant to an Advisory Contract) for which HDV Holdings or one of
its Subsidiaries is the investment adviser, broker-dealer or agent of record. 
 “Auto-Extension Letter of Credit” has the
meaning set forth in Section 2.03(b)(iii). 
 “Available Amount” means, at any date, an amount,
not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication: 

(a)    100% of the aggregate cumulative amount, not less than zero, of Retained Excess Cash Flow for all
Excess Cash Flow Periods completed after the Closing Date and prior to the date of determination, plus  

(b)    100% of the aggregate amount of contributions to the common capital of the Borrower (other than from
any of its Restricted Subsidiaries) or the net proceeds of the issuance of Qualified Equity Interests of the Borrower (other than to any of its Restricted Subsidiaries), in each case received in cash and Cash Equivalents after the Closing Date
(other than, in each case, any amount designated as a Cure Amount), minus 
 (c)    any amount of
the Available Amount used to make Investments pursuant to Section 7.02(t) after the Closing Date and prior to such time, minus 

(d)    any amount of dividends, distributions or other Restricted Payments pursuant to
Section 7.06(g) after the Closing Date and prior to such time, minus 

(e)    any amount of the Available Amount used to make payments or distributions in respect of Junior
Financings pursuant to Section 7.13(a) after the Closing Date and prior to such time. 
 “Availability
Period” means, with respect to the Revolving Credit Commitments, the period from and including the Closing Date to the earliest of (a) the Maturity Date of the Revolving Credit Facility, (b) the date of termination of the
aggregate Revolving Credit Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions
pursuant to Section 8.02. 

  
 7 








 “Bail-in Action” means the application
of any write-down or conversion powers by an EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 

“Bank” means any Person that is a Lender, Agent or an Arranger, or an Affiliate of any of the foregoing, at the time it
enters into a Secured Hedge Agreement or a Treasury Services Agreement (notwithstanding that such Bank may cease to be a Lender, an Agent, an Arranger or an Affiliate of any of the foregoing after entering into a Secured Hedge Agreement or a
Treasury Services Agreement), as applicable, in its capacity as a party thereto and that (other than in the case of an Agent, Arranger or Affiliate of the foregoing) has been specifically designated a “Bank” with respect to such Secured
Hedge Agreement or Treasury Services Agreement, as applicable, in a writing from the Borrower to the Administrative Agent, and (other than a Person already party hereto as a Lender, Agent or Arranger) that delivers to the Administrative Agent a
letter agreement reasonably satisfactory to it (i) appointing the Administrative Agent as its agent under the applicable Loan Documents and (ii) agreeing to be bound by Sections 10.05, 10.15, 10.16
and 10.20 and Article IX as if it were a Lender. 
 “BD Subsidiary” shall mean H.D. Vest
Investment Securities, Inc. 
 “Borrower” has the meaning set forth in the introductory paragraph to this Agreement. 

“Borrower Materials” has the meaning set forth in Section 6.01. 

“Borrowing” means a Revolving Credit Borrowing or a Term Borrowing, as the context may require. 

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close
under the Laws of, or are in fact closed in, the State of New York, and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day. 

“Capital Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as
liabilities and including in all events all amounts expended or capitalized under Capitalized Leases) by the Borrower and its Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital
expenditures on the consolidated statement of cash flows of the Borrower and its Restricted Subsidiaries. 
 “Capitalized
Leases” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the
amount thereof accounted for as a liability in accordance with GAAP. 
 “Cash Collateral” has the meaning set forth in
Section 2.03(g). 
 “Cash Collateral Account” means a blocked account at a commercial bank
selected by the Administrative Agent, in the name of the Administrative Agent and under the sole dominion and “control” (within the meaning of the UCC) of the Administrative Agent, and otherwise established in a manner reasonably
satisfactory to the Administrative Agent. 
 “Cash Collateralize” has the meaning set forth in
Section 2.03(g). 

  
 8 








 “Cash Equivalents” means any of the following types of Investments, to the
extent owned by any Consolidated Party: 
 (a)    Dollars; 

(b)    readily marketable obligations issued or directly and fully guaranteed or insured by the government
or any agency or instrumentality of the United States having average maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof; 

(c)    time deposits or eurodollar time deposits with, insured certificates of deposit, bankers’
acceptances or overnight bank deposits of, or letters of credit issued by, any commercial bank that (i) is a Lender or (ii)(A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member
nation of the Organization for Economic Cooperation and Development or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of
the Organization for Economic Cooperation and Development and is a member of the Federal Reserve System, and (B) has combined capital and surplus of at least $500,000,000 or $250,000,000 in the case of any
non-U.S. bank (any such bank in the foregoing clause (i) or (ii) being an “Approved Bank”), in each case with maturities not exceeding 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 (other than structured investment vehicles and other than corporations used in structured financing transactions) and
rated A-1 (or the equivalent thereof) or better by S&P or Prime-1 (or the equivalent thereof) or better by Moody’s, in each case with maturities of not more
than 12 months from the date of acquisition thereof; 
 (e)    marketable short-term money market and
similar funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be
rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Borrower) and, in each case, maturing within 12 months after the date of creation or acquisition thereof; 

(f)    repurchase obligations for underlying securities of the types described in
clause (b), (c) or (e) above entered into with any Approved Bank; 

(g)    readily marketable direct obligations with average maturities of 12 months or less from the date of
acquisition issued by any state, commonwealth or territory of the United States, or any political subdivision or taxing authority thereof, in each case having an investment grade rating from either S&P or Moody’s (or the equivalent
thereof); 
 (h)    Investments (other than in structured investment vehicles and structured financing
transactions) with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or
better by Moody’s; 
 (i)    securities with maturities of 12 months or less from the date of
acquisition backed by standby letters of credit issued by any Approved Bank; 

  
 9 








 (j)     in the case of any Foreign Subsidiary, such local
currencies in those countries in which such Foreign Subsidiary transacts business from time to time in the ordinary course of business; 

(k)    Investments, classified in accordance with GAAP as Current Assets of any Consolidated Party, in
money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $500,000,000, 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; and 

(l)    investment funds investing at least 95% of their assets in securities of the types described in
clauses (a) through (k) above. 
 “Cash Management Obligations” means obligations
owed by any Consolidated Party to any Bank in respect of any overdraft and related liabilities arising from treasury, depository, credit card, debit card and cash management services or any automated clearing house transfers of funds, in each case,
pursuant to a Treasury Services Agreement, in each case, to the extent designated by the Borrower and such Bank as “Cash Management Obligations” in writing to the Administrative Agent. The designation of any Cash Management Obligations
shall not create in favor of such Bank any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Loan Documents. 

“Casualty Event” means any event that gives rise to the receipt by any Consolidated Party 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 of Control” shall be deemed to occur if: 

(a)    any “person” or “group” (within the meaning of
Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date, but excluding any employee benefit plan of such person and its Subsidiaries and any
person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) shall have, directly or indirectly, acquired beneficial ownership of Equity Interests representing 35% or more of the aggregate voting
power represented by the issued and outstanding Equity Interests of the Borrower; 
 (b)    a majority of
the Board of Directors of the Borrower is replaced over a two-year period from the directors who constituted such Board of Directors at the beginning of such period, and such replacement shall not have been
approved by a vote of at least a majority of the Board of Directors of the Borrower then still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was
previously so approved; or 
 (c)    a “change of control” (or similar event) shall occur in
any document pertaining to any Indebtedness of any Consolidated Party with an aggregate outstanding principal amount in excess of the Threshold Amount. 

“Class” (a) when used with respect to any Lender, refers to whether such Lender has a Loan or Commitment with respect to
a particular Class of Loans or Commitments, (b) when used with respect to 

  
 10 








 
Commitments, refers to whether such Commitments are Revolving Credit Commitments, Extended Revolving Credit Commitments of a given Extension Series, Refinancing Revolving Credit Commitments of a
given Refinancing Series, Initial Term Commitments, Incremental Term Commitments, Refinancing Term Commitments of a given Refinancing Series or Commitments in respect of Replacement Term Loans and (c) when used with respect to Loans or a
Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans, Revolving Credit Loans under Extended Revolving Credit Commitments of a given Extension Series, Incremental Revolving Loans, Revolving
Credit Loans under Refinancing Revolving Credit Commitments of a given Refinancing Series, Initial Term Loans, Extended Term Loans of a given Extension Series, Incremental Term Loans, Refinancing Term Loans of a given Refinancing Series or
Replacement Term Loans. Commitments (and in each case, the Loans made pursuant to such Commitments) that have different terms and conditions shall be construed to be in different Classes. Commitments (and, in each case, the Loans made pursuant to
such Commitments) that have the same terms and conditions shall be construed to be in the same Class. 
 “Closing Date”
means May 22, 2017. 
 “Code” means the U.S. Internal Revenue Code of 1986, as amended. 

“Collateral” means the “Collateral” as defined in the Security Agreement and all the “Collateral” or
“Pledged Assets” as defined in any other Collateral Document and any other assets pledged pursuant to any Collateral Document (but in any event excluding the Excluded Assets). 

“Collateral Agent” means Credit Suisse AG, Cayman Islands Branch, in its capacity as collateral agent under any of the
Collateral Documents, or any successor collateral agent. 
 “Collateral and Guarantee Requirement” means, at any time, the
requirement that: 
 (a)    the Administrative Agent shall have received each Collateral Document
required to be delivered (i) on the Closing Date, pursuant to Section 4.01(a)(iv), and (ii) at such time as may be designated therein, pursuant to the Collateral Documents or Section 6.11
or 6.13, subject, in each case, to the limitations and exceptions set forth in this Agreement, duly executed by each Loan Party thereto; 

(b)    all Obligations shall have been unconditionally guaranteed by the Borrower and (i) each
domestic Restricted Subsidiary of the Borrower existing on the Closing Date, except the BD Subsidiary, including those that are listed on Schedule I hereto, and (ii) each subsequently acquired or organized Restricted
Subsidiary of the Borrower that is a direct or indirect Material Domestic Subsidiary (other than any Excluded Subsidiary) (each, a “Required Guarantor”). 

(c)    the Secured Obligations shall have been secured by a first-priority security interest (subject to
Liens permitted by Section 7.01) in (i) all of the Equity Interests owned by the Borrower or any Subsidiary Guarantor of each Restricted Subsidiary that is a Material Domestic Subsidiary, and (ii) 65% of the voting
stock and 100% of the non-voting stock of each first-tier CFC or CFC Holding Company (other than, in each case of foregoing clauses (i) and (ii), to the extent constituting an Excluded
Asset); 
 (d)    except to the extent otherwise provided hereunder and subject to Liens permitted by
Section 7.01, the Secured Obligations shall have been secured by a perfected first-priority security interest (to the extent such security interest may be perfected by delivering certificated securities, filing financing
statements under the Uniform Commercial Code or making any necessary filings with the United States Patent and Trademark Office or United States Copyright 

  
 11 








 
Office or to the extent required in the Security Agreement) in the Collateral of the Borrower and each Subsidiary Guarantor (including accounts, inventory, equipment, investment property,
contract rights, applications and registrations of intellectual property filed in the United States, other general intangibles, Material Real Property, intercompany notes, cash, deposit accounts, securities accounts and proceeds of the foregoing),
in each case, (i) with the priority required by the Collateral Documents and (ii) subject to exceptions and limitations otherwise set forth in this Agreement (for the avoidance of doubt, including the limitations and exceptions set forth
in Section 4.01) and the Collateral Documents; and 
 (e)    the Administrative
Agent shall have received (i) counterparts of a Mortgage with respect to each Material Real Property (other than Excluded Assets) owned by the Borrower or a Subsidiary Guarantor and required to be delivered pursuant to
Sections 6.11 and 6.13 (the “Mortgaged Properties”) duly executed and delivered by the applicable Loan Party, (ii) a title insurance policy for such property available in each applicable
jurisdiction (the “Mortgage Policies”) insuring the Lien of each such Mortgage as a valid first-priority Lien on the property described therein, free of any other Liens except as permitted by Section 7.01,
together with such endorsements, coinsurance and reinsurance and in such amounts as the Administrative Agent may reasonably request, (iii) a completed Life-of-Loan
Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each other
Loan Party relating thereto) and, if any improvements on any Mortgaged Property are located within an area designated a “flood hazard area,” evidence of such flood insurance as may be required under Section 6.07,
(iv) ALTA surveys in form and substance reasonably acceptable to the Administrative Agent or such existing surveys together with no-change affidavits sufficient for the title company to remove all standard
survey exceptions from the Mortgage Policies and issue the endorsements required in clause (ii) above and (v) such legal opinions and other documents as the Administrative Agent may reasonably request with respect to
any such Mortgaged Property; 
 provided, however, that (i) the foregoing definition shall not require, and the Loan Documents shall
not contain any requirements as to, (A) the creation or perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded
Assets, (B) the perfection of pledges of or security interests in motor vehicles and other assets subject to certificates of title to the extent a Lien thereon cannot be perfected by the filing of a Uniform Commercial Code financing statement
(or the equivalent) or (C) the obtaining of any landlord waivers, estoppels or collateral access letters, and (ii) the Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to
exceptions and limitations set forth in this Agreement and the Collateral Documents. 
 The Administrative Agent may grant extensions of
time for the perfection of security interests in, or the delivery of the Mortgages and the obtaining of title insurance and surveys with respect to, particular assets and the delivery of assets (including extensions beyond the Closing Date for the
perfection of security interests in the assets of the Loan Parties on such date) or any other compliance with the requirements of this definition where it reasonably determines, in consultation with the Borrower, that perfection or compliance cannot
be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement, the Collateral Documents or any other Loan Documents. 

No actions in any non-U.S. jurisdiction or required by the Laws of any
non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S. or to perfect such security interests (it being understood that there shall be
no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction). 

  
 12 








 “Collateral Documents” means, collectively, the Security Agreement, each
Customary Intercreditor Agreement, the Intellectual Property Security Agreements, the Mortgages, collateral assignments, Security Agreement Supplements, the Control Agreements, security agreements, pledge agreements or other similar agreements
delivered to the Administrative Agent pursuant to Section 4.01(a)(iv), 6.11 or 6.13 and each of the other agreements, instruments or documents that creates or purports to create a Lien or Guarantee in favor of
the Administrative Agent or the Collateral Agent for the benefit of the Secured Parties. 
 “Committed Loan Notice” means a
written notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other or (c) a continuation of Eurodollar Rate Loans pursuant to Section 2.02(a), which shall be substantially in the form of
Exhibit A hereto. 
 “Commitment” means a Revolving Credit Commitment, Extended Revolving Credit
Commitment of a given Extension Series, Revolving Commitment Increase, Refinancing Revolving Credit Commitment of a given Refinancing Series, Initial Term Commitment, Incremental Term Commitment, Refinancing Term Commitment of a given Refinancing
Series or a Commitment in respect of Replacement Term Loans, as the context may require. 
 “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. 

“Compensation Period” has the meaning set forth in Section 2.12(c)(ii). 

“Compliance Certificate” means a certificate substantially in the form of Exhibit B hereto. 

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however
denominated) or that are franchise Taxes or branch profits Taxes. 
 “Consolidated EBITDA” means, for any period, the
Consolidated Net Income for such period, plus: 
 (a)    without duplication and, to the extent
deducted (and not added back or excluded) in arriving at such Consolidated Net Income, the sum of the following amounts for such period with respect to the Consolidated Parties: 

(i)    Consolidated Interest Expense for such period; 

(ii)    without duplication, income and franchise Tax expense during such period; 

(iii)    amortization (including, without limitation, amortization of OID (for avoidance of doubt,
including any Transaction Expenses attributable to OID)), depreciation and other non-cash charges for such period (except to the extent that such non-cash charges
represent an accrual or reserve for potential cash charges to be taken in the future); 
 (iv)    (A)
extraordinary charges, expenses or losses (including legal expenses in connection therewith) and (B) unusual or non-recurring charges, expenses or losses 


  
 13 








 
(including legal expenses in connection therewith) in an aggregate amount for all cash items added pursuant to this subclause (B) and clause (vi) not to exceed (1) 10.0% of Consolidated
EBITDA for such Test Period and (2) when aggregated with the aggregate amount for all cash items added pursuant to any pro forma adjustments during such period pursuant to Section 1.09 and clauses (a)(vi),
(a)(vii) and (a)(ix) of this definition of “Consolidated EBITDA,” 15.0% of Consolidated EBITDA for such Test Period (giving pro forma effect to the relevant Specified Transaction (but not to any cost savings or synergies));

 (v)    non-cash charges, expenses or losses (except to the
extent that such non-cash charges represent an accrual or reserve for potential cash charges to be taken in the future); 

(vi)    integration costs, transition costs, consolidation and restructuring costs, costs incurred during
such period in connection with any non-recurring strategic initiatives, acquisitions and non-recurring intellectual property development after the Closing Date, other non-recurring business optimization expenses or consulting programs (including non-recurring costs and expenses relating to business optimization programs, new systems design,
technology upgrades and implementation costs), and other restructuring charges, accruals or reserves (including restructuring costs related to acquisitions after the Closing Date and “growth projects”), in each case determined on a
consolidated basis in accordance with GAAP and to the extent deducted in computing Consolidated Net Income for such period, in an aggregate amount for all cash items added pursuant to this clause (vi) and subclause (B) of clause
(iv) not to exceed (1) 10.0% of Consolidated EBITDA for such Test Period and (2) when aggregated with the aggregate amount for all cash items added pursuant to any pro forma adjustments during such period pursuant to
Section 1.09 and clauses (a)(iv)(B), (a)(vii) and (a)(ix) of this definition of “Consolidated EBITDA,” 15.0% of Consolidated EBITDA for such Test Period (giving pro forma effect to the
relevant Specified Transaction (but not to any cost savings or synergies)); 
 (vii)    other customary
transaction costs, fees and expenses, or any amortization thereof, related to the Transactions (including Transaction Expenses) and, to the extent permitted under the Loan Documents, any Permitted Acquisitions, Investments pursuant to Section
7.02(o), Section 7.02(s) or Section 7.02(t), Dispositions, issuances of Equity Interests and issuances, amendments, modifications, refinancings or repayments of Indebtedness (in each case, including any such transaction consummated
on the Closing Date and any such transaction undertaken but not completed), in each case to the extent deducted in computing Consolidated Net Income for such period and when aggregated with the aggregate amount for all cash items added pursuant to
any pro forma adjustments during such period pursuant to Section 1.09 and clauses (a)(iv)(B), (a)(vi) and (a)(ix) of this definition of “Consolidated EBITDA,” not to exceed 15.0% of
Consolidated EBITDA for such Test Period (giving pro forma effect to the relevant Specified Transaction (but not to any cost savings or synergies)); 

(viii)    the amount of any minority interest expense consisting of Subsidiary income attributable to
minority equity interests of third parties in Project Baseball Sub, Inc. (not in excess of 5.0% of the issued and outstanding Equity Interests thereof) deducted in calculating Consolidated Net Income (and not added back in such period to
Consolidated Net Income); and 

  
 14 








 (ix)    legal expenses and fines related to regulatory
proceedings related to the business of the BD Subsidiary and the Advisory Services Subsidiary in a cumulative aggregate amount not to exceed $10,000,000, and when aggregated with the aggregate amount for all cash items added pursuant to any pro
forma adjustments during such period pursuant to Section 1.09 and clauses (a)(iv)(B), (a)(vi) and (a)(vii) of the definition of “Consolidated EBITDA,” not to exceed 15% of Consolidated EBITDA
for such Test Period (giving pro forma effect to the relevant Specified Transaction (but not to any cost savings or synergies)); minus 

(b)    without duplication and to the extent included in arriving at such Consolidated Net Income, (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
EBITDA in any prior period) including non-cash gains as a result of last-in first -out and/or
first-in first-out methods of accounting, (ii) any net gain from disposed, abandoned or discontinued operations or product lines, (iii) any extraordinary,
unusual or non-recurring net gains and (iv) the amount of any minority interest income attributable to minority interests or non-controlling interests of third
parties in any non-wholly-owned Restricted Subsidiary. 
 For the avoidance of doubt, Consolidated
EBITDA shall be calculated, including pro forma adjustments, in accordance with Section 1.09. 

“Consolidated First Lien Net Debt” means, as of any date of determination, (a) the aggregate principal amount of any
Indebtedness described in clause (a) of the definition of “Consolidated Total Net Debt” outstanding on such date that is secured by a Lien, on a first lien or pari passu basis with the Facilities (including Indebtedness incurred
pursuant to Section 7.03(e)), on any asset or property of any Consolidated Party minus (b) Unrestricted cash and Cash Equivalents (x) that are or should, in accordance with GAAP, be included on the consolidated balance sheet
of the Borrower with respect to the Consolidated Parties as of such date, and (y) in an aggregate amount not to exceed $75,000,000; provided that Consolidated First Lien Net Debt shall not include Indebtedness in respect of letters of
credit, except to the extent of unreimbursed amounts thereunder. For the avoidance of doubt, it is understood that obligations (i) under Swap Contracts and Treasury Services Agreements or (ii) owed by Unrestricted Subsidiaries do not
constitute Consolidated First Lien Net Debt. 
 “Consolidated First Lien Net Leverage Ratio” means, with respect to any
Test Period, the ratio of (a) Consolidated First Lien Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period. 

“Consolidated Interest Expense” means, for any period, interest expense (including, without limitation, interest expense
attributable to Capital Leases and all net payment obligations pursuant to Hedge Agreements), determined on a consolidated basis, without duplication, for the Consolidated Parties in accordance with GAAP for such period. 

“Consolidated Net Income” means, for any period, the net income (or loss) of the Consolidated Parties for such period,
determined on a consolidated basis, without duplication, in accordance with GAAP; provided that in calculating Consolidated Net Income of the Consolidated Parties for any period, there shall be excluded the net income (or loss) of any Person
(other than a Subsidiary), in which any Consolidated Party has a joint interest with a third party, except to the extent such net income is actually paid in cash to any Consolidated Party by dividend or other distribution during such period. 

  
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 For the avoidance of doubt (other than for purposes of calculating Excess Cash Flow),
Consolidated Net Income shall be calculated, including pro forma adjustments, in accordance with Section 1.09. 

“Consolidated Parties” means the Borrower and its Restricted Subsidiaries. 

“Consolidated Secured Net Debt” means, as of any date of determination, (a) the aggregate principal amount of any
Indebtedness described in clause (a) of the definition of “Consolidated Total Net Debt” outstanding on such date that is secured by a Lien on any asset or property of any Consolidated Party minus (b) Unrestricted cash and
Cash Equivalents (x) that are or should, in accordance with GAAP, be included on the consolidated balance sheet of the Borrower with respect to the Consolidated Parties as of such date and (y) in an aggregate amount not to exceed
$75,000,000; provided that Consolidated Secured Net Debt shall not include Indebtedness in respect of letters of credit, except to the extent of unreimbursed amounts thereunder. For the avoidance of doubt, it is understood that obligations
(i) under Swap Contracts and Treasury Services Agreements or (ii) owed by Unrestricted Subsidiaries, do not constitute Consolidated Secured Net Debt. 

“Consolidated Secured Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Secured
Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period. 
 “Consolidated Total Net
Debt” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of the Consolidated Parties outstanding on such date, in an amount that would be reflected on the consolidated balance sheet of the
Borrower with respect to the Consolidated Parties as of such date in accordance with GAAP (but excluding the effects of any discounting of Indebtedness under GAAP) consisting of Indebtedness for borrowed money and all obligations of the Consolidated
Parties evidenced by bonds, debentures, notes, loan agreements or other similar instruments and Attributable Indebtedness; provided that Consolidated Total Net Debt shall not include Indebtedness in respect of letters of credit, except to the
extent of unreimbursed amounts thereunder, minus (b) Unrestricted cash and Cash Equivalents (x) that are or should, in accordance with GAAP, be included on the consolidated balance sheet of the Borrower with respect to the
Consolidated Parties as of such date and (y) in an aggregate amount not to exceed $75,000,000, plus, until the Redemption, the Redemption Proceeds. For the avoidance of doubt, it is understood that obligations (i) under Swap Contracts and
Treasury Services Agreements or (ii) owed by Unrestricted Subsidiaries, do not constitute Consolidated Total Net Debt. 

“Consolidated Total Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Net
Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period. 
 “Consolidated Working
Capital” means, with respect to the Consolidated Parties on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided that
increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as
applicable, between current and noncurrent or (b) the effects of purchase accounting. 
 “Contractual Obligation”
means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

  
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 “Control” has the meaning set forth in the definition of “Affiliate.”

 “Control Agreement” means a control agreement, in form and substance reasonably satisfactory to the Collateral Agent,
executed and delivered by a Consolidated Party, the Collateral Agent and the applicable securities intermediary (with respect to a securities account) or bank (with respect to a deposit account). 

“Credit Agreement Refinancing Indebtedness” means any (a) Permitted Equal Priority Refinancing Debt, (b) Permitted
Junior Priority Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) other Indebtedness incurred pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or
renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, existing Loans (or, if applicable, unused Revolving Credit Commitments), or any then-existing Credit Agreement
Refinancing Indebtedness (the “Refinanced Debt”); provided that (i) such Credit Agreement Refinancing Indebtedness shall have a maturity date that is no earlier than the Latest Maturity Date (or (A) in the case of
Permitted Junior Priority Refinancing Debt or Permitted Unsecured Refinancing Debt, the date that is 91 days after the Latest Maturity Date and (B) in the case of any Revolving Credit Facility, the latest maturity date of any then-existing
Revolving Credit Facility) at the time of incurrence and, in the case of Credit Agreement Refinancing Indebtedness consisting of loans that are not revolving Indebtedness, a Weighted Average Life to Maturity equal to or greater than that of the
Refinanced Debt (after giving effect to any amortization thereof, but not any prepayments thereof, prior to the time of such Refinancing) as of the date of determination, (ii) the covenants, events of default and guarantees of any such
Indebtedness (excluding, for the avoidance of doubt, interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discount and optional prepayment or redemption premiums and terms)
shall be identical to, or less favorable to the lenders thereunder than, those applicable to the Refinanced Debt (other than covenants or other provisions applicable only to periods after the Latest Maturity Date (or, in the case of Permitted Junior
Priority Refinancing Debt or Permitted Unsecured Refinancing Debt, the date that is 91 days after the Latest Maturity Date) at the time of incurrence), (iii) such Indebtedness shall not have a greater principal amount than the principal amount of
the Refinanced Debt plus accrued interest, fees and premiums (including any tender premium and prepayment premiums) and penalties (if any) thereon and fees, expenses, original issue discount and upfront fees incurred in connection with such
Refinancing, (iv) such Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, substantially concurrently with the date such Credit
Agreement Refinancing Indebtedness is issued, incurred or obtained with the Net Cash Proceeds received from the incurrence or issuance of such Indebtedness and any corresponding commitments shall immediately terminate, (v) such Credit Agreement
Refinancing Indebtedness shall not require any mandatory repayment, redemption, repurchase or defeasance (other than (x) in the case of notes or debentures, customary change of control, asset sale event or casualty or condemnation event offers
and customary acceleration any time after an event of default and (y) in the case of any Permitted Equal Priority Refinancing Debt, mandatory prepayments (including redemptions or repurchases or offers to prepay, redeem or repurchase based on
excess cash flow) that are on terms not more favorable to the lenders or holders providing such Indebtedness than those applicable to the Refinanced Debt and that share such payments ratably (but not greater than ratably) in any equivalent mandatory
prepayments of the Term Facility unless the Borrower and the lenders or investors in respect of such Permitted Equal Priority Refinancing Debt elect lesser payments) prior to the Latest Maturity Date (or, in the case of Permitted Junior Priority
Refinancing Debt or Permitted Unsecured Refinancing Debt, the date that is 91 days after the Latest Maturity Date) at the time of such incurrence, (vi) if the Refinanced Debt is subordinated in right of payment to, or to the Liens securing, the
Obligations, then any Credit Agreement Refinancing Indebtedness shall be subordinated in right of payment to, or to the Liens securing, the Obligations, as applicable, pursuant to a Customary Intercreditor Agreement and, if subordinated in right of
payment, on terms reasonably satisfactory to the 

  
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Administrative Agent, and (vii) with respect to Credit Agreement Refinancing Indebtedness consisting of a revolving facility, (A) such Credit Agreement Refinancing Indebtedness shall
have no mandatory scheduled commitment reductions prior to the maturity date of any existing Revolving Credit Facility (or, if at such time no Revolving Credit Facility exists, the Latest Maturity Date at the time of incurrence), (B) any borrowings,
repayments, prepayments and commitment reductions thereunder shall be ratable among such facility, any Revolving Credit Facility and any other such revolving facility and (C) there shall not be more than two revolving credit facilities among
the revolving facilities constituting Credit Agreement Refinancing Indebtedness and any Revolving Credit Facility. 
 “Credit
Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension. 
 “Cure
Amount” has the meaning set forth in Section 8.04(a). 
 “Cure Expiration Date” has the meaning set forth
in Section 8.04(a). 
 “Current Assets” means, with respect to the Consolidated Parties on a consolidated basis at
any date of determination, all assets (other than cash and Cash Equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Consolidated Parties as current assets at such date of determination, other than
amounts related to current or deferred Taxes based on income or profits (but excluding assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees and derivative financial instruments). 

“Current Liabilities” means, with respect to the Consolidated Parties on a consolidated basis at any date of determination,
all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Consolidated Parties as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness,
(b) accruals for Capital Expenditures, (c) accruals for current or deferred Taxes based on income or profits, (d) accruals of any costs or expenses related to restructuring reserves, (e) any Revolving Credit Exposure or Revolving
Credit Loans and (g) the current portion of pension liabilities. 
 “Customary Intercreditor Agreement” means
(a) to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral intended to rank equal in priority with the Liens on the Collateral securing the Obligations, a customary intercreditor agreement in
form and substance reasonably acceptable to the Administrative Agent and the Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank equal in priority with the Liens on the Collateral securing
the Obligations and (b) to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral intended to rank junior to the Liens on the Collateral securing the Obligations, a customary intercreditor
agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior to the Lien on the Collateral securing
the Obligations. 
 “Debtor Relief Laws” means the U.S. Bankruptcy Code and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting
the rights of creditors generally. 
 “Declined Proceeds” has the meaning set forth in
Section 2.05(b)(vi). 

  
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 “Default” means any event or condition that constitutes an Event of Default or
that, with the giving of any notice, the passage of time, or both, without cure or waiver hereunder, would be an Event of Default. 

“Default Rate” means an interest rate equal to (a) the ABR plus (b) the Applicable Margin, if any,
applicable to Term Loans that are ABR Loans plus (c) 2.00% per annum; provided that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable
Margin) otherwise applicable to such Loan plus 2.00% per annum, in each case, to the fullest extent permitted by applicable Laws. 

“Defaulting Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to
perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of L/C Obligations, within one Business Day of the date required to be funded by it hereunder, unless such Lender notifies the
Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default, shall be
specifically identified in such writing) has not been satisfied, (b) has notified the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding
obligations hereunder or under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such
Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed,
within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, (d) has failed, within two Business Days after request by
the Administrative Agent, to pay any amounts owing to the Administrative Agent or the other Lenders, or (e) has, or has a direct or indirect parent company that has, after the Closing Date, (i) become the subject of a proceeding under any
Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) become
the subject of a Bail-in Action or (iv) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender
shall not be a Defaulting Lender solely by virtue of (x) the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority or (y) in the case of a solvent
Person, the precautionary appointment of an administrator, guardian, custodian or other similar official by a Governmental Authority under or based on the Law of the country where such Person is subject to home jurisdiction supervision if any
applicable Law requires that such appointment not be publicly disclosed, in any such case, where such action does not result in or provide such Person with immunity from the jurisdiction of courts within the United States of America or from the
enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. Any determination by the Administrative
Agent that a Lender is a Defaulting Lender under clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b))
upon delivery of written notice of such determination to the Borrower, each L/C Issuer and each Lender. 
 “Designated
Person” means a person or entity: 
 (a)    listed in the annex to, or otherwise subject to the provisions of,
the Executive Order; 

  
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 (b)    named as a “Specially Designated National and Blocked
Person” (“SDN”) on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list (the “SDN List”); or 

(c)    in which an entity on the SDN List has 50% or greater ownership interest or that is otherwise controlled by an SDN.

 “Disposition” or “Dispose” means the sale, transfer, license tantamount to a sale, lease or other
disposition (including any sale-leaseback transaction and any sale or issuance of Equity Interests (other than directors’ qualifying shares or other shares required by applicable Law) in a Restricted Subsidiary) of any property by any Person,
including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. 

“Disqualified Equity Interest” means any Equity Interest that, by its terms (or by the terms of any security or other Equity
Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests and cash in lieu of fractional
shares), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control, asset sale or similar event so long as any rights of the holders thereof upon the occurrence of a change of control, asset sale or similar event
shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments and the termination of all outstanding Letters of Credit (unless the Outstanding Amount of the
L/C Obligations related thereto has been Cash Collateralized, back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer)),
(b) is redeemable at the option of the holder thereof (other than (i) solely for Qualified Equity Interests and cash in lieu of fractional shares or (ii) as a result of a change of control, asset sale or similar event so long as any
rights of the holders thereof upon the occurrence of a change of control, asset sale or similar event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the
Commitments and the termination of all outstanding Letters of Credit (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized, back-stopped by a letter of credit reasonably satisfactory to the applicable L/C
Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer)), in whole or in part, (c) provides for the scheduled payments of dividends in cash or (d) is or becomes convertible into or exchangeable
for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Latest Maturity Date at the time of issuance of such Equity Interests; provided that
if such Equity Interests are issued pursuant to a plan for the benefit of employees of any Consolidated Party, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the
Borrower or any of its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations. 
 “Disqualified
Lenders” shall mean the Persons identified in writing to the Administrative Agent prior to the Closing Date. A list of the Disqualified Lenders will be posted by the Administrative Agent on the Platform and available for inspection by all
Lenders. 
 “Dollar” and “$” mean lawful money of the United States. 

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any State thereof or the
District of Columbia. 
 “EEA Financial Institution” means (a) any credit institution or investment firm established
in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any 

  
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entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member
Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

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

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

“Eligible Assignee” has the meaning set forth in Section 10.07(a)(i). 

“Enforcement Qualifications” has the meaning set forth in Section 5.04. 

“Engagement Letter” means the Engagement Letter, dated April 3, 2017, among the Borrower and the Arrangers. 

“Environment” means the indoor and outdoor environment, including indoor air, ambient air, surface water, groundwater, land
surface, subsurface strata or sediment, and natural resources, such as wetlands, flora and fauna, and any other environmental media. 

“Environmental Laws” means any applicable Law relating to the prevention of pollution or the protection of the Environment
and natural resources, and the protection of health and safety as it relates to exposure to Hazardous Materials, including any applicable provisions of the Comprehensive Environmental Response, Compensation, and Liability Act,
42 U.S.C. § 9601 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.,
the Clean Water Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Occupational
Safety and Health Act, 29 U.S.C. § 651 et seq., and the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq., and all analogous state or local statutes, and the regulations promulgated pursuant
thereto. 
 “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages,
costs of investigation and remediation, fines, penalties or indemnities), directly or indirectly resulting from or based upon (a) noncompliance with any Environmental Law including any failure to obtain, maintain or comply with any
Environmental Permit, (b) the generation, use, handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or
(e) any contract or agreement to the extent pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any
Environmental Law. 
 “Equity Interests” means, with respect to any Person, all of the shares, interests, rights,
participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person
of any of the foregoing (including through convertible securities); provided, that any instrument evidencing Indebtedness convertible or exchangeable for Equity Interests shall not be deemed to be Equity Interests unless and until such
instrument is so converted or exchanged. 

  
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 “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 is under common
control with a Loan Party or any Restricted Subsidiary within the meaning of Section 414(b) or (c) of the Code or Section 4001 of ERISA (and Sections 414(m) and (o) of the Code for purposes of provisions relating to
Section 412 of the Code). 
 “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Pension 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; (c) a complete or partial withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from
a Multiemployer Plan or notification that a Multiemployer Plan is insolvent (within the meaning of Section 4245 of ERISA) or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or
Section 305 of ERISA); (d) a determination that any Pension Plan is in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA); (e) the filing of a notice of intent to terminate,
the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) an event or
condition which constitutes grounds under Section 4042 of ERISA for, and that would reasonably be expected to result in, the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) with
respect to a Pension Plan, the failure to satisfy the minimum funding standard of Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA, whether or not waived, or the filing, pursuant to Section 412(c) of the Code or Section 302(c) of
ERISA, of an application for the waiver of the minimum funding standard with respect to any Pension Plan; (h) a failure by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate to make a required contribution to a Multiemployer Plan;
(i) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which would result in liability to a Loan Party or any Restricted Subsidiary; (j) the imposition of
any liability under Title IV of ERISA, other than for PBGC premiums due under Section 4007 of ERISA, upon a Loan Party, any Restricted Subsidiary or any ERISA Affiliate; (k) the imposition of a Lien pursuant to Section 430(k) of the
Code or pursuant to ERISA with respect to any Pension Plan; or (l) any condition that constitutes grounds for the revocation by the IRS of the qualified or Tax-exempt status of any Plan or any trust
thereunder that is intended to qualify for Tax-exempt status under Section 401 or 501 of the Code. 

“Eurodollar Rate” means: 

(a)    for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum determined
by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest Period by reference to the interest settlement rates for deposits in Dollars appearing on Reuters
Screen LIBOR01 Page (or otherwise on the Reuters screen) (the “Published LIBOR Rate”) for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the
foregoing provisions of this definition, the “Eurodollar Rate” shall be the Interpolated Rate; 

(b)    for any interest calculation with respect to an ABR Loan on any date, the rate per annum
determined by the Administrative Agent at approximately 11:00 a.m. (London time) on such date by reference to the Published LIBOR Rate for deposits in Dollars with a term of one month; provided that, to the extent that an interest rate is not
ascertainable pursuant to the foregoing provisions of this definition, the “Eurodollar Rate” shall be the Interpolated Rate; 

  
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 in the case of each of clause (a) and (b) above, multiplied by Statutory Reserves;
provided that, if the Eurodollar Rate shall be less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement; provided, further, that notwithstanding the foregoing, the Eurodollar Rate (before giving effect to
any adjustment for Statutory Reserves) shall, in respect of Initial Term Loans only, be deemed not to be less than 1.00% per annum at any time. 

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the
definition of “Eurodollar Rate.” Eurodollar Rate Loans shall be denominated in Dollars. 
 “Event of Default” has
the meaning set forth in Section 8.01. 
 “Excess Cash Flow” means, for any period, an amount
equal to: 
 (a)    the sum, without duplication, of: 

(i)    Consolidated Net Income for such period, 

(ii)    an amount equal to the amount of all non-cash charges
(including depreciation and amortization) to the extent deducted in arriving at such Consolidated Net Income (except to the extent that such non-cash charges represent an accrual or reserve for potential cash
charges to be taken in any future period and not included in Consolidated Working Capital), 

(iii)    decreases in Consolidated Working Capital for such period, 

(iv)    an amount equal to the aggregate net non-cash loss on
Dispositions by the Consolidated Parties during such period (other than sales in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income, 

(v)    expenses deducted from Consolidated Net Income during such period in respect of expenditures made
during any prior period for which a deduction from Excess Cash Flow was made in such period pursuant to clause (b)(xi) below, 

(vi)    cash income or gain (actually received in cash) excluded from the calculation of Consolidated Net
Income for such period pursuant to the definition thereof, and 
 (vii)    the amount of Tax expense
deducted from Consolidated Net Income in such period (including penalties and interest or Tax reserves) paid for such period, minus 

(b)    the sum (in each case, to the extent not deducted in calculating Consolidated Net Income), without
duplication, of: 
 (i)    an amount equal to the amount of all
non-cash credits included in arriving at such Consolidated Net Income, 

(ii)    the amount of Capital Expenditures or acquisitions of intellectual property permitted hereunder to
the extent (A) not expensed or accrued during such period and (B) such Capital Expenditures or acquisitions were financed with Internally Generated Cash, 

  
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 (iii)    to the extent financed with Internally Generated
Cash, the aggregate amount of all principal payments of Indebtedness of the Consolidated Parties (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of any scheduled repayment of Initial
Term Loans pursuant to Section 2.07, Extended Term Loans, Refinancing Term Loans, Incremental Term Loans or Replacement Term Loans and any mandatory prepayment of Term Loans pursuant to
Section 2.05(b)(ii) to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the lesser of (1) the amount of such increase and (2) the Net Proceeds
of such Disposition, but in each case excluding (X) all other voluntary prepayments of Term Loans and (Y) all prepayments or repayments in respect of any revolving credit facility, unless accompanied by a permanent reduction of the related
commitments), 
 (iv)    an amount equal to the aggregate net
non-cash gain on Dispositions by the Consolidated Parties 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 for such period, 

(vi)    the amount of Permitted Acquisitions made during such period pursuant to
Section 7.02(i) and other Investments made during such period pursuant to Section 7.02(s) or Section 7.02(t), in each case to the extent financed with Internally Generated Cash, 

(vii)    the amount of Restricted Payments paid during such period pursuant to Section 7.06(f),
Section 7.06(g) or Section 7.06(h), in each case to the extent financed with Internally Generated Cash, 

(viii)    the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the
Consolidated Parties during such period that are required to be made in connection with any prepayment of Indebtedness to the extent that such payments are not expensed during such period or any previous period, in each case to the extent financed
with Internally Generated Cash, 
 (ix)    the amount of cash Taxes (including penalties and interest or
Tax reserves) actually paid or currently payable by the Borrower with respect to such period and attributable to the Consolidated Net Income of the Consolidated Parties, 

(x)    cash expenditures in respect of Swap Contracts during such period to the extent not deducted in
arriving at such Consolidated Net Income, 
 (xi)    reimbursable or insured expenses incurred during
such fiscal year to the extent that such reimbursement has not yet been received and to the extent not deducted in arriving at such Consolidated Net Income (in which case the respective reimbursement shall increase Excess Cash Flow in the period in
which it is received), and 
 (xii)    the aggregate consideration to be paid, during the 12-month period immediately succeeding such period, by the Borrower or any of its Restricted 

  
 24 








 
Subsidiaries pursuant to binding contractual commitments, letters of intent or purchase orders (“Contract Consideration”), in each case, entered into during such period, relating
to Permitted Acquisitions, other Investments (other than investments in Cash Equivalents) or Capital Expenditures; 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 succeeding 12-month period is less than the Contract Consideration deducted pursuant to this clause (xii), the amount of such shortfall
shall be added to the calculation of Excess Cash Flow with respect to such 12-month period. 

Notwithstanding anything in the definition of any term used in the definition of “Excess Cash Flow” to the contrary, all components
of Excess Cash Flow shall be computed for the Consolidated Parties on a consolidated basis. 
 “Excess Cash Flow Period”
means each fiscal year of the Borrower commencing with and including the fiscal year ending December 31, 2018. 
 “Exchange
Act” means the Securities Exchange Act of 1934, as amended. 
 “Excluded Assets” means (i) any fee owned real
property (other than Material Real Properties) and any leasehold rights and interests in real property (including landlord waivers, estoppels and collateral access letters), (ii) motor vehicles, airplanes and other assets subject to
certificates of title to the extent perfection of the security interest in such assets cannot be accomplished by the filing of a UCC financing statement (or equivalent), (iii) any lease, license or other agreement or any property subject to a
purchase money security interest, capital lease obligation or similar arrangement, in each case to the extent permitted under the Loan Documents, to the extent that a grant of a security interest therein would violate or invalidate such lease,
license or agreement, purchase money, capital lease or a similar arrangement or create a right of termination in favor of any other party thereto (other than the Borrower or any of its Affiliates), in each case, after giving effect to the applicable
anti-assignment provisions of the UCC or other applicable Law and any consents that have otherwise been obtained, but excluding the proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable Law
notwithstanding such prohibition, provided that the limitation on pledges and security interests in this clause (iii) shall (a) not apply to the extent any such limitation is contained in any agreement that relates to Credit
Agreement Refinancing Indebtedness and (b) only apply to the extent that such limitation is otherwise permitted under Section 7.09, (iv) any lease, license, permit, property or agreement to the extent that a grant
of a security interest therein is prohibited by applicable Law (including restrictions in respect of margin stock and financial assistance, fraudulent conveyance, preference, thin capitalization or other similar laws or regulations), or any
governmental licenses or state or local franchises, charters and authorizations (other than to the extent such prohibition is rendered ineffective under the UCC or other applicable Law notwithstanding such prohibition), or requires governmental or
third party consents required pursuant to applicable Law that have not been obtained, (v) to the extent not permitted (after the Borrower’s use of commercially reasonable efforts to provide such Collateral) by the terms of such
Person’s organizational or joint venture documents (except to the extent such prohibition is rendered ineffective after giving effect to applicable anti-assignment provisions of the UCC, other than the proceeds and receivables thereof the
assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition or restriction), Equity Interests and Margin Stock in any Person other than wholly-owned Restricted Subsidiaries of the Borrower, (vi) any property
or assets to the extent that the creation or perfection of pledges of, or security interests in, such property or assets results in material adverse Tax consequences to the Borrower, as reasonably determined by the Borrower and the Administrative
Agent, (vii) any property subject to a Lien permitted by Section 7.01(u), (w) or (aa) (to the extent relating to a Lien originally permitted pursuant to Section 7.01(u) or (w)) to the extent
that the 

  
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granting of a security interest in such property would be prohibited under the terms of the Indebtedness secured thereby after giving effect to the applicable anti-assignment provisions of the
UCC, other than the proceeds and receivables thereof the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition or restriction, (viii) any
intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if
any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use
trademark application under applicable federal law, (ix) particular assets if and for so long as the Administrative Agent reasonably determines in consultation with the Borrower that the costs of creating or perfecting such pledges or security
interests in such assets or obtaining title insurance, surveys, abstracts or appraisals in respect of such assets required by the Administrative Agent are excessive in relation to the benefits to be obtained by the Lenders therefrom, (x) assets
owned by Excluded Subsidiaries, (xi) 35% of the voting stock of any first-tier wholly-owned CFC or CFC Holding Company, (xii) Equity Interests of Excluded Pledged Subsidiaries, (xiii) any asset or right under any contract, in each
case to the extent that the Collateral Agent may not validly possess a security interest therein under applicable Law or the creation of a security interest in such property would require consent, approval, license or authority from a Person other
than the Borrower or any of its Subsidiaries or Affiliates, including any Governmental Authority but excluding any other Person if such consent requirement is not permitted under Section 7.09, that has not otherwise been
obtained, except, in each case, to the extent such requirement is rendered inapplicable under the UCC or other Law, including, to the extent applicable, any contract rights of any Restricted Subsidiary of the Borrower acquired or created after the
Closing Date that is (i) an “investment adviser,” within the meaning of the Investment Advisers Act that is registered or required to be registered thereunder; and/or (ii) a “broker” or “dealer” within the
meaning of the Exchange Act that is registered or required to be registered under the Exchange Act and (xiv) to the extent used exclusively to hold funds in trust for the benefit of third parties, (A) payroll, healthcare and other employee
wage and benefit accounts, (B) Tax accounts, including, without limitation, sales Tax accounts, (C) escrow, defeasance and redemption accounts and (D) fiduciary or trust accounts and, in the case of clauses (A) through
(D), the funds or other property held in or maintained in any such account; provided, however, that Excluded Assets shall not include any Proceeds, substitutions or replacements of any Excluded Assets referred to in
clauses (i) through (xiv) (unless such Proceeds, substitutions or replacements would independently constitute Excluded Assets referred to in clauses (i) through (xiv)). For avoidance
of doubt, any asset or right under any contract, in each case to the extent that the Collateral Agent may not validly possess a security interest therein under applicable Law or the creation of a security interest in such property would require
consent, approval, license or authority from a Person other than the Borrower or any of its Subsidiaries or Affiliates, including any Governmental Authority, except, in each case, to the extent such requirement is rendered inapplicable under the UCC
or other Laws, including, for the avoidance of doubt, any contract rights of the BD Subsidiary and any other Subsidiary of the Borrower that is registered as a broker-dealer under the Exchange Act. For the avoidance of doubt, neither the Redemption
Account nor any Equity Interests of the BD Subsidiary or the Advisory Services Company shall constitute Excluded Assets. 

“Excluded Pledged Subsidiary” means (a) any Subsidiary for which the pledge of its Equity Interests is prohibited by
applicable Law or for which governmental (including regulatory) consent, approval, license or authorization would be required unless such consent, approval, license or authorization has been received and (b) any Unrestricted Subsidiary. 

“Excluded Subsidiary” means (a) any Subsidiary of the Borrower that is not a Domestic Subsidiary, (b) any
Subsidiary that is prohibited by applicable Law (including financial assistance, fraudulent conveyance, preference, capitalization or other similar laws and regulations) or contractual obligation existing at the time of acquisition thereof after the
Closing Date (but only if the contractual prohibition is not created in contemplation of the Closing Date or such acquisition and, in any event, only for so long as such prohibition continues to exist), in each case, from guaranteeing the
Obligations or if 

  
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guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization that has not otherwise been obtained, (c) any Unrestricted
Subsidiaries, (d) any Foreign Subsidiary that is a CFC, (e) any direct or indirect Subsidiary substantially all the assets of which consist of the Equity Interests of one or more Foreign Subsidiaries that are CFCs (“CFC Holding
Company”), (f) any Domestic Subsidiary of a Foreign Subsidiary that is a CFC, (g) the BD Subsidiary and any other Subsidiary of the Borrower that is registered as a broker-dealer under the Exchange Act and (h) any other
Restricted Subsidiary to the extent that the burden or cost of obtaining a guarantee of the Obligations is excessive in comparison to the benefit to the Lenders afforded thereby, as reasonably determined by the Administrative Agent in consultation
with the Borrower. For the avoidance of doubt, the Advisory Services Subsidiary shall not be an Excluded Subsidiary. 
 “Excluded
Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act
(a “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, such Swap Obligation (or any Guarantee thereof) is or
becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for
any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest would otherwise have
become effective with respect to such related Swap Obligation but for such Guarantor’s failure to constitute an “eligible contract participant” at such time. If a Swap Obligation arises under a master agreement governing more than one
swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or
order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof). 
 “Executive
Order” means Executive Order 13224 signed on September 23, 2001. 
 “Existing Credit Facility” means the
Credit Agreement, dated as of December 31, 2015, among TaxACT Holdings, Inc., TaxACT, Inc., H.D. Vest, Inc., the guarantors party thereto, the lenders party thereto and Bank of Montreal, as Administrative Agent. 

“Existing Revolver Tranche” has the meaning set forth in Section 2.16(b). 

“Existing Term Loan Tranche” has the meaning set forth in Section 2.16(a). 

“Extended Revolving Credit Commitments” has the meaning set forth in Section 2.16(b). 

“Extending Revolving Credit Lender” has the meaning set forth in Section 2.16(c). 

“Extended Revolving Credit Loans” means one or more Classes of Revolving Credit Loans that result from an Extension
Amendment. 
 “Extended Term Loans” has the meaning set forth in Section 2.16(a). 

“Extending Term Lender” has the meaning set forth in Section 2.16(c). 

“Extension” means the establishment of an Extension Series by amending a Loan pursuant to the terms of
Section 2.16 and the applicable Extension Amendment. 

  
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 “Extension Amendment” has the meaning set forth in
Section 2.16(d). 
 “Extension Election” has the meaning set forth in
Section 2.16(c). 
 “Extension Request” means any Term Loan Extension Request or a Revolver
Extension Request, as the case may be. 
 “Extension Series” means any Term Loan Extension Series or a Revolver Extension
Series, as the case may be. 
 “Facility” means the Revolving Credit Facility, a given Extension Series of Extended
Revolving Credit Commitments, a given Refinancing Series of Refinancing Revolving Credit Loans, the Term Facility, a given Extension Series of Extended Term Loans, a given Class of Incremental Term Loans or a given Refinancing Series of
Refinancing Term Loans, as the context may require. 
 “FATCA” means Sections 1471 through 1474 of the Code, as of the
date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into
pursuant to Section 1471(b)(1) of the Code. 
 “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, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds 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 Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent. 

“FINRA” shall mean the Financial Industry Regulatory Authority, including any successor agency thereto. 

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended. 

“Flood Insurance Laws” means, collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively
revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any
successor statue thereto and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto and any and all official rulings and interpretation thereunder or thereof. 

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

“Foreign Pension Plan” means a registered pension plan which is subject to applicable pension legislation other than ERISA or
the Code, which a Loan Party or Restricted Subsidiary sponsors or maintains, or to which it makes or is obligated to make contributions. 

“Foreign Plan” means each Foreign Pension Plan, deferred compensation or other retirement or superannuation
plan, fund, program, agreement, commitment or arrangement (as amended, waived, supplemented, renewed or otherwise modified from time to time) whether oral or written, funded or unfunded, sponsored, established, maintained or contributed to, or
required to be contributed to, or with respect to which any liability is borne, outside the United States of America, by any Loan Party or Restricted Subsidiary, other than any such plan, fund, program, agreement or arrangement sponsored by a
Governmental Authority. 

  
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 “Foreign Subsidiary” means any direct or indirect Subsidiary of the Borrower
that is not a Domestic Subsidiary. 
 “Fronting Exposure” means, at any time there is a Defaulting Lender, such Defaulting
Lender’s Pro Rata Share of the outstanding L/C Obligations other than L/C 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. 
 “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. 
 “GAAP” means generally
accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that, subject to Section 1.03, if the Borrower notifies the Administrative Agent that it
requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the 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. 

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency,
authority, instrumentality, regulatory body, court, administrative tribunal, 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 body exercising such powers or functions, such as the European Union or the European Central Bank). 
 “Granting
Lender” has the meaning set forth in Section 10.07(h). 
 “Guarantee” means, as to any
Person, without duplication, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness by another Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness, (ii) to purchase or lease property, securities
or services for the purpose of assuring the obligee in respect of such Indebtedness of the payment or performance of such Indebtedness, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or
level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness of the payment or
performance thereof or to protect such obligee against loss in respect thereof (in whole or in part). 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 by the guaranteeing Person in good faith. The term “Guarantee” as
a verb has a corresponding meaning. 
 “Guaranteed Obligations” has the meaning set forth in
Section 11.01. 

  
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 “Guarantors” means each Required Guarantor, as defined in the definition of
“Collateral and Guarantee Requirement”, and each other Restricted Subsidiary that shall have become a Guarantor after the Closing Date pursuant to Section 6.11. For the avoidance of doubt, the Borrower in its sole
discretion may cause any Immaterial Subsidiary that is a Domestic Subsidiary and a Restricted Subsidiary to Guarantee the Obligations by causing such Restricted Subsidiary to execute a joinder to this Agreement in form and substance reasonably
satisfactory to the Administrative Agent, and any such Restricted Subsidiary shall be a Guarantor and Loan Party hereunder for all purposes. 

“Guaranty” means, collectively, the guaranty of the Obligations by the Guarantors pursuant to this Agreement. 

“Hazardous Materials” means all pollutants or contaminants, in any form, including petroleum or petroleum distillates,
asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas and toxic mold, and all materials, substances and wastes that otherwise are regulated pursuant to, or which could give rise to liability under, applicable Environmental
Law. 
 “HDV Holdings” means HDV Holdings, Inc., a Delaware corporation. 

“Honor Date” has the meaning set forth in Section 2.03(c)(i). 

“Immaterial Subsidiary” means any direct or indirect Subsidiary of the Borrower that is not a Material Domestic Subsidiary or
Material Foreign Subsidiary. 
 “Incremental Amendment” has the meaning set forth in
Section 2.14(f). 
 “Incremental Commitments” has the meaning set forth in
Section 2.14(a). 
 “Incremental Facility Closing Date” has the meaning set forth in
Section 2.14(d). 
 “Incremental Lenders” has the meaning set forth in
Section 2.14(c). 
 “Incremental Loan” has the meaning set forth in
Section 2.14(b). 
 “Incremental Request” has the meaning set forth in
Section 2.14(a). 
 “Incremental Revolving Credit Lender” has the meaning set forth in
Section 2.14(c). 
 “Incremental Revolving Loan” has the meaning set forth in
Section 2.14(b). 
 “Incremental Term Commitments” has the meaning set forth in
Section 2.14(a). 
 “Incremental Term Lender” has the meaning set forth in
Section 2.14(c). 
 “Incremental Term Loan” has the meaning set forth in
Section 2.14(b). 
 “Indebtedness” means, as to any Person at a particular time, without
duplication, all of the following: 
 (a)    all obligations of such Person for borrowed money and all
obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 

  
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 (b)    the maximum amount (after giving effect to any prior
drawings or reductions which may have been reimbursed) of all outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by
or for the account of such Person; 
 (c)    net obligations of such Person under all Swap Contracts to
the extent required to be reflected on a balance sheet of such Person; 
 (d)    all obligations of such
Person to pay the deferred purchase price of property or services; 
 (e)    indebtedness (excluding
prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development
bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; 

(f)    all Attributable Indebtedness; 

(g)    all obligations of such Person in respect of Disqualified Equity Interests if and to the extent that
the foregoing would constitute indebtedness or a liability in accordance with GAAP; and 
 (h)    to the
extent not otherwise included above, all Guarantees of such Person in respect of Indebtedness described in clauses (a) through (g) in respect of any of the foregoing. 

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other
than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner, except to the extent such Person’s liability for such Indebtedness is otherwise limited, (B) in the case of the
Consolidated Parties, exclude all intercompany Indebtedness payable on demand or having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business (other than, with respect to
Indebtedness of Consolidated Parties, intercompany Indebtedness owing by any Consolidated Party to any Unrestricted Subsidiary) and (C) exclude (i) trade accounts and accrued expenses payable in the ordinary course of business,
(ii) any earn-out obligation, contingent post-closing purchase price adjustments or indemnification payments in connection with any Permitted Acquisition or permitted Investment, any acquisition
consummated prior to the Closing Date or any permitted Disposition, unless such obligation is not paid after becoming due and payable, (iii) accruals for payroll and other liabilities accrued in the ordinary course of business and
(iv) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller. The amount of any net obligation under any Swap Contract on any date shall be
deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be equal to the lesser of (x) the aggregate unpaid amount thereof and (y) the fair
market value of any assets of such Person securing such Indebtedness or to which such Indebtedness otherwise has recourse. 

“Indemnified Taxes” means, with respect to any Agent or any Lender, (A) all Taxes imposed on or with respect to payments
made by or on account of any obligation of any Loan Party under any Loan Document other than (i) any Taxes imposed on or measured by net income (however denominated), franchise (and similar) Taxes, and branch profits (or similar) Taxes, in each
case (a) imposed by a jurisdiction as a result of such recipient being organized in or having its principal office or applicable lending office in such jurisdiction, or (b) that are Other Connection Taxes, (ii) any Taxes attributable
to 

  
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the failure of such Agent or Lender to deliver the documentation required to be delivered pursuant to Section 3.01(d), (iii) in the case of a Lender (other than an
assignee pursuant to a request by the Borrower under Section 3.07(a)), any U.S. withholding Tax imposed on amounts payable to or for the account of such Lender hereunder pursuant to a Law in effect on the date on which the
Lender becomes a party to this Agreement or acquires an applicable interest in the Loan, or designates a new Lending Office, except to the extent 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 from the Borrower or any Subsidiary Guarantor pursuant to Section 3.01, and (iv) any U.S. federal withholding Taxes imposed under FATCA, and (B) to
the extent not otherwise described in clause (A), Other Taxes. 
 “Indemnitees” has the meaning set forth in
Section 10.05. 
 “Independent Financial Advisor” means an accounting, appraisal, investment
banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Borrower, qualified to perform the task for which it has been engaged and that is independent of the Borrower and its Affiliates. 

“Information” has the meaning set forth in Section 10.08. 

“Initial Term Commitment” means, as to each Term Lender, its obligation to make an Initial Term Loan to the Borrower pursuant
to Section 2.01(a) in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01 under the caption “Initial Term Commitment” or in the
Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The aggregate
amount of the Initial Term Commitments is $375,000,000. 
 “Initial Term Loans” means the term loans made by the Lenders on
the Closing Date to the Borrower pursuant to Section 2.01(a). 
 “Intellectual Property Security
Agreement” has the meaning set forth in the Security Agreement. 
 “Intercompany Note” means a promissory note
substantially in the form of Exhibit F. 
 “Interest Payment Date” means, (a) as to any
Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the
respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates and (b) as to any ABR Loan, the last Business Day of each March, June, September and December and the Maturity Date
of the Facility under which such Loan was made. 
 “Interest Period” means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date that is one, two, three or six months thereafter or, to the extent agreed in writing by each Lender of such
Eurodollar Rate Loan, 12 months, as selected by the Borrower in its Committed Loan Notice; provided that: 

(a)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended
to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 

  
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 (b)    any Interest Period that begins on the last Business
Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; 

(c)    the initial Interest Period following the Closing Date shall be for one month; and 

(d)    no Interest Period shall extend beyond the applicable Maturity Date. 

“Internally Generated Cash” means, with respect to any Person, funds of such Person and its Subsidiaries to the extent not
(i) constituting (x) proceeds of the issuance of (or contributions in respect of) Equity Interests of such Person, (y) proceeds of the incurrence of Indebtedness by such Person or any of its Subsidiaries (other than under any revolving
credit facility or line of credit) or (z) proceeds of Dispositions or Casualty Events or (ii) used for any purpose that would require the utilization of the Available Amount. 

“Interpolated Rate” means, at any time, the rate per annum determined by the Administrative Agent (which determination shall
be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the rate as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the
event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as
selected by the Administrative Agent in its reasonable discretion; in each case the “Screen Rate”) for the longest period (for which that Screen Rate is available in Dollars) that is shorter than the Interest Period and (b) the Screen
Rate for the shortest period (for which that Screen Rate is available for Dollars) that exceeds the Interest Period, in each case, as of approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period;
provided that if the Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of
(a) the purchase or other acquisition of Equity Interests or debt 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 debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person 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. For purposes of covenant compliance, the amount of any Investment at any time shall be
the amount actually invested (measured at the time made), without adjustment for subsequent increases or decreases in the value of such Investment. 

“Investment Adviser” means Persons who are engaged by HD Vest, Inc. or its Subsidiaries and who are: (a) investment
advisers registered under the Investment Advisers Act or are supervised persons of, or persons associated with, an investment adviser (in each case as defined in the Investment Advisers Act); and/or (b) broker-dealers registered under the
Exchange Act (or associated persons thereof, as defined in the Exchange Act). 
 “Investment Advisers Act” means the United
States Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder. 
 “IP Rights”
has the meaning set forth in Section 5.15. 

  
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 “IRS” means the U.S. Internal Revenue Service. 

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the
Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). 

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document,
agreement and instrument entered into by the applicable L/C Issuer, the Borrower (or any Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit. 

“Junior Financing” has the meaning set forth in Section 7.13(a). 

“Junior Financing Documentation” means any documentation governing any Junior Financing. 

“Latest Maturity Date” means, at any date of determination, the latest Maturity Date applicable to any Loan or Commitment
hereunder at such time, including the latest maturity date of any Extended Revolving Credit Commitments, Refinancing Revolving Credit Commitments, Extended Term Loans, Incremental Term Loans, Refinancing Term Loans, Replacement Term Loans and
Refinancing Term Commitments, in each case as extended in accordance with this Agreement from time to time. 
 “Laws”
means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, legally binding guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the legally binding
interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, legally binding requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority. 
 “L/C Advance” means, with respect to
each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share or other applicable share provided for under this Agreement. All L/C Advances shall be denominated in Dollars.

 “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been
reimbursed on the applicable Honor Date or refinanced as a Revolving Credit Borrowing. All L/C Borrowings shall be denominated in Dollars. 

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date
thereof, or the renewal or increase of the amount thereof. 
 “L/C Fronting Fee” has the meaning set forth in
Section 2.03(i). 
 “L/C Issuer” means Credit Suisse AG, Cayman Islands Branch and KeyBank
National Association (directly or through their respective Affiliates) and any other Lender that becomes an L/C Issuer in accordance with Section 2.03(k) or 10.07(j), in each case, in its capacity as an issuer of
Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. If there is more than one L/C Issuer at any given time, the term L/C Issuer shall refer to the relevant L/C Issuer(s). 

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding
Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.10. 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 ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 

  
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 “LCT Election” has the meaning set forth in
Section 1.08. 
 “LCT Test Date” has the meaning set forth in
Section 1.08. 
 “Lender” has the meaning set forth in the introductory paragraph to this
Agreement and, as the context requires, includes the L/C Issuers and each Additional Lender and Additional Refinancing Lender that becomes a Lender in accordance with the terms hereof, and their respective successors and assigns as permitted
hereunder, each of which is referred to herein as a “Lender.” 
 “Lending Office” means, as to any Lender, such
office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent. 
 “Letter of Credit”
means any standby letter of credit issued hereunder. 
 “Letter of Credit Application” means an application and agreement
for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer. 
 “Letter of
Credit Expiration Date” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the applicable Revolving Credit Facility. 

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $7,500,000 and (b) the aggregate amount of the
Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility. 

“Lien” means any mortgage, pledge, hypothecation, collateral assignment, security deposit arrangement, encumbrance, lien
(statutory or other), charge or other security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to Real Property, and any
Capitalized Lease having substantially the same economic effect as any of the foregoing). 
 “Limited Condition
Transaction” has the meaning set forth in Section 2.14(d)(i). 
 “Loan” means an
extension of credit under Article II by a Lender to the Borrower in the form of a Term Loan or a Revolving Credit Loan (including any Initial Term Loans, any Incremental Term Loans and any extensions of credit under any
Revolving Commitment Increase, any Extended Term Loans and any extensions of credit under any Extended Revolving Credit Commitment, any Refinancing Term Loans and any extensions of credit under any Refinancing Revolving Credit Commitment and any
Replacement Term Loans). 
 “Loan Documents” means, collectively, (i) this Agreement (including the schedules hereto),
(ii) the Notes, (iii) the Collateral Documents, (iv) any Refinancing Amendment, Incremental Amendment or Extension Amendment, (v) each Letter of Credit Application and (vi) any amendment or joinder to this Agreement. 

“Loan Parties” means, collectively, the Borrower and each Subsidiary Guarantor. 

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market. 

  
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 “LTM EBITDA” means, as of any date of determination, Consolidated EBITDA
calculated on a Pro Forma Basis on a trailing twelve-month basis as of the last day of the most recent Test Period. 
 “Margin
Stock” shall have the meaning assigned to such term in Regulation U of the Board of Governors of the United States Federal Reserve System, or any successor thereto. 

“Master Agreement” shall have the meaning set forth in the definition of “Swap Contract.” 

“Material Adverse Effect” means a material adverse effect on (i) the business, condition (financial or otherwise),
operations, performance, properties or prospects, in each case, of the Consolidated Parties, taken as a whole, (ii) the rights and remedies (taken as a whole) of the Administrative Agent hereunder or under the other Loan Documents or
(iii) the ability of the Borrower or any Subsidiary Guarantor to perform its payment obligations hereunder or under the other Loan Documents. 

“Material Domestic Subsidiary” means, at any date of determination, each of the Borrower’s Domestic Subsidiaries that is
a Restricted Subsidiary (i) whose total assets as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01(a) or (b) comprised in
the aggregate more than 5.0% of Total Assets as of such date or (ii) whose gross revenues for such fiscal quarter comprised more than 5.0% of the consolidated gross revenues of the Consolidated Parties for such fiscal quarter. 

“Material Foreign Subsidiary” means, at any date of determination, each of the Borrower’s Foreign Subsidiaries that is a
Restricted Subsidiary (a) whose total assets as of the last day of the most recently ended fiscal year of the Borrower for which financial statements have been delivered pursuant to Section 6.01(a) comprised in the aggregate more than
5.0% of Total Assets as of such date or (b) whose gross revenues for such fiscal year comprised more than 5.0% of the consolidated gross revenues of the Consolidated Parties for such fiscal year. As of the Closing Date, the Borrower does not
own, directly or indirectly, any Foreign Subsidiaries other than Simple Tax Software, Inc. 
 “Material Non-Public Information” means information that is (a) not publicly available, (b) material with respect to the Consolidated Parties or their respective securities for purposes of United States
federal and state securities laws and (c) of a type that would not be publicly disclosed in connection with any issuance by any Consolidated Party of debt or equity securities issued pursuant to a public offering, a Rule 144A offering or
other private placement where assisted by a placement agent. 
 “Material Real Property” means any fee-owned real property located in the United States that is acquired by any Loan Party after the Closing Date and that has a fair market value in excess of $2,500,000 at the time of acquisition, as reasonably
estimated by the Borrower in good faith; provided that the value of all such fee-owned real property which is not Material Real Property shall not exceed $5,000,000 in the aggregate. 

“Material Subsidiary” means any Material Domestic Subsidiary or any Material Foreign Subsidiary. 

“Maturity Date” means (i) with respect to the Initial Term Loans, May 22, 2024; (ii) with respect to the
Revolving Credit Facility, May 22, 2022; (iii) with respect to any tranche of Extended Term Loans or Extended Revolving Credit Commitments, the final maturity date as specified in the applicable Extension Amendment, (iv) with respect
to any Incremental Term Loans, the final maturity date as specified in the applicable Incremental Amendment, (v) with respect to any Refinancing Term Loans or Refinancing Revolving Credit Commitments, the final maturity date as specified in the
applicable 

  
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Refinancing Amendment, and (vi) with respect to any Replacement Term Loans, the final maturity date as specified in the applicable agreement; provided that, in each case, if such day
is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day. 
 “Maximum Rate” has
the meaning set forth in Section 10.10. 
 “Moody’s” means Moody’s Investors Service,
Inc. and any successor thereto. 
 “Mortgage Policies” has the meaning set forth in the definition of “Collateral and
Guarantee Requirement.” 
 “Mortgaged Properties” has the meaning set forth in the definition of “Collateral and
Guarantee Requirement.” 
 “Mortgages” means collectively, the deeds of trust, trust deeds, hypothecs and mortgages
made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties creating and evidencing a Lien on a Mortgaged Property in form and substance reasonably satisfactory to the Administrative Agent, and any
other mortgages executed and delivered pursuant to Sections 6.11 and 6.13, in each case, as the same may from time to time be amended, restated, supplemented or otherwise modified. 

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which a
Loan Party, any Restricted Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding six plan years, has made or been obligated to make contributions. 

“Net Proceeds” means: 

(a)    100% of the cash proceeds actually received by any Consolidated Party (including any cash payments
received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but in each case only as and
when received) from any Disposition or Casualty Event, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums and related search and recording charges, transfer Taxes, deed or
mortgage recording Taxes, other customary expenses and brokerage, consultant and other customary fees and expenses actually incurred in connection therewith, (ii) the principal amount of any Indebtedness that is secured by a Lien (other than a
Lien subordinated to the Liens securing the Obligations) on the asset subject to such Disposition or Casualty Event and that is required to be repaid in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan
Documents), together with any applicable premium, penalty, interest and breakage costs, (iii) in the case of any Disposition or Casualty Event by a non-wholly-owned Restricted Subsidiary, the pro
rata portion of the Net Proceeds thereof (calculated without regard to this clause (iii)) attributable to minority interests and not available for distribution to or for the account of any wholly-owned Consolidated
Party as a result thereof, (iv) Taxes actually paid or payable as a result thereof, (v) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any
Taxes deducted pursuant to clause (i) above) (x) related to any of the applicable assets and (y) retained by any Consolidated Party including, without limitation, pension and other post-employment benefit
liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such


  
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liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event occurring on the date of such reduction) and (vi) any funded escrow established pursuant to the documents
evidencing any such sale or disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or disposition (provided that to the extent that any amounts are released from such escrow to
a Consolidated Party, such amounts net of any related expenses shall constitute Net Proceeds); provided that, subject to the restrictions set forth in Section 7.05(i), if any Consolidated Party uses any portion of
such proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Consolidated Parties (other than ordinary course current assets) or to make one or more Permitted Acquisitions (or any subsequent
investment made in a Person, division or line of business previously acquired), in each case within 12 months of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 12 months of such
receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds are not so used within such 12-month period but within such
12-month period are contractually committed to be used, then upon the termination of such contract or if such Net Proceeds are not so used within the later of such
12-month period and 180 days from the entry into such contractual commitment, such remaining portion shall constitute Net Proceeds as of the date of such termination or expiry without giving effect to this
proviso); provided, further, that no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless the aggregate amount of such net proceeds shall exceed $10,000,000 in any fiscal year
(and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds under this clause (a)), and 

(b)    100% of the cash proceeds from the incurrence, issuance or sale by any Consolidated Party of any
Indebtedness or equity, as applicable, net of all Taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and discounts), commissions, costs and other expenses, in each case incurred in
connection with such incurrence, issuance or sale. 
 For purposes of calculating the amount of Net Proceeds, fees, commissions and other
costs and expenses payable to any Consolidated Party shall be disregarded. 

“Non-Consenting Lender” has the meaning set forth in
Section 3.07(d). 
 “Non-Defaulting Lender” means, at any
time, a Lender that is not a Defaulting Lender. 
 “Non-Extension Notice Date” has
the meaning set forth in Section 2.03(b)(iii). 
 “Non-Guarantor
Cap” means the greater of $10,000,000 and 10.0% of LTM EBITDA on the date such Investment is made, reduced by Investments made in reliance thereon under Section 7.02(c)(iii) and, without duplication, Indebtedness incurred in reliance
thereon under Section 7.03(d). 
 “Note” means a Term Note or a Revolving Credit Note, as the context may require.

 “Notice of Intent to Cure” has the meaning set forth in Section 8.04. 

“Obligations” means (x) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party
and its Restricted Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising and including interest, fees and expenses that accrue after the commencement by or against any Loan Party or 

  
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Restricted Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees and expenses are allowed claims
in such proceeding and (y) for purposes of the definition of Collateral and Guarantee Requirement, the Collateral Documents, the Guaranty and Section 8.03 only, obligations of any Loan Party arising under any Secured
Hedge Agreement or any Treasury Services Agreement. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Restricted Subsidiaries to the extent they have obligations under the
Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit fees, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any
Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender may elect to pay or advance on behalf of such Loan Party in accordance with the terms of the
Loan Documents. Notwithstanding the foregoing, the obligations of the Borrower or any Restricted Subsidiary under any Secured Hedge Agreement or any Treasury Services Agreement shall be secured and guaranteed pursuant to the Collateral Documents and
the Guaranty only to the extent that, and for so long as, the other Obligations are so secured and guaranteed. Notwithstanding the foregoing, Obligations of any Guarantor shall in no event include any Excluded Swap Obligations of such Guarantor.

 “OFAC” has the meaning set forth in Section 5.17(b). 

“OID” means original issue discount. 

“Organization 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 limited liability company agreement; 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 Applicable
Indebtedness” has the meaning set forth in Section 2.05(b)(ii). 
 “Other Connection
Taxes” means, with respect to any Lender or Agent, Taxes that are imposed as a result of any present or former connection between such Lender or Agent and the jurisdiction imposing such Tax (other than any connections arising solely from
executing, delivering, being a party to, performing its obligations under, receiving payments under, receiving or perfecting a security interest under, engaging in any other transaction pursuant to, or enforcing, any Loan Document, or selling or
assigning an interest in a Loan or Loan Document). 
 “Other Taxes” means all present or future stamp, court or
documentary, intangible, property, excise, mortgage, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, recording, performance, enforcement or registration of, from the receipt or perfection of a
security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment that is requested or required in writing by the
Borrower). 
 “Outstanding Amount” means (a) with respect to the Term Loans and Revolving Credit Loans on any date,
the outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans and Revolving Credit Loans (including any refinancing of 

  
 39 








 
outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) as the case may be, occurring on such date; and (b) with respect to any L/C
Obligations on any date, the outstanding amount thereof on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding
unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing
under Letters of Credit taking effect on such date. 
 “Overnight Rate” means, for any day, the greater of the Federal
Funds Rate and an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 

“Participant” has the meaning set forth in Section 10.07(e). 

“Participant Register” has the meaning set forth in Section 10.07(e). 

“PBGC” means the Pension Benefit Guaranty Corporation. 

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA),
other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or
in the case of a plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years. 

“Perfection Certificate” means a certificate substantially in the form of Exhibit I hereto or any
other form reasonably approved by the Administrative Agent, as the same shall be supplemented from time to time. 
 “Permitted
Acquisition” has the meaning set forth in Section 7.02(i). 
 “Permitted Equal Priority
Refinancing Debt” means any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes, bonds or debentures (and, if applicable, any Registered Equivalent Notes issued in exchange therefor);
provided that (i) such Indebtedness is secured by Liens on all or a portion of the Collateral on a basis that is equal in priority with the Liens on the Collateral securing the Obligations (but without regard to the control of remedies),
is not secured by any property or assets of the Borrower or any of its Subsidiaries other than the Collateral, (ii) such Indebtedness satisfies the applicable requirements set forth in the provisos to the definition of “Credit Agreement
Refinancing Indebtedness,” (iii) such Indebtedness is not at any time guaranteed by any of the Borrower’s Subsidiaries other than the Loan Parties and (iv) the Borrower, the holders of such Indebtedness (or any trustee, agent or
similar representative on their behalf) and the Administrative Agent and/or Collateral Agent shall be party to a Customary Intercreditor Agreement providing that the Liens on the Collateral securing such obligations shall rank equal in priority with
the Liens on the Collateral securing the Obligations. 
 “Permitted Junior Priority Refinancing Debt” means secured
Indebtedness incurred by the Borrower in the form of one or more series of junior lien secured notes, bonds or debentures or junior lien secured loans (and, if applicable, any Registered Equivalent Notes issued in exchange therefor); provided
that (i) such Indebtedness is secured by a Lien on all or a portion of the Collateral on a junior priority basis to the Liens on Collateral securing the Obligations, is not secured by any property or assets of the


  
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Borrower or any of its Subsidiaries other than the Collateral and is secured pursuant to documentation no more favorable to the secured parties thereunder than the terms of the Collateral
Documents, (ii) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness”, (iii) the holders of such Indebtedness (or any trustee, agent or
similar representative on their behalf) and the Administrative Agent and/or the Collateral Agent shall be party to a Customary Intercreditor Agreement providing that the Liens on Collateral securing such obligations shall rank junior to the Liens on
Collateral securing the Obligations, and (iv) such Indebtedness is not at any time guaranteed by any of the Borrower’s Subsidiaries other than the Loan Parties. 

“Permitted Liens” has the meaning set forth in Section 7.01. 

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, restructuring,
replacement 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, restructured, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest and premium thereon plus other amounts owing or paid related to such Indebtedness, and fees and expenses
incurred, in connection with such modification, refinancing, refunding, renewal, restructuring, replacement or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted
Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), such modification, refinancing, refunding, renewal, replacement 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, replaced or extended, (c) other than with respect to a
Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), at the time thereof, no Event of Default shall have occurred and be continuing, (d) if such Indebtedness being modified,
refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement or extension is subordinated in right of payment to the Obligations on terms
at least as favorable (taken as a whole) to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, and such modification, refinancing, refunding, renewal,
replacement or extension is incurred by one or more Persons who is an obligor of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended as reasonably determined by the Administrative Agent, (e) such Indebtedness
shall be repaid, repurchased, retired, defeased or satisfied and discharged, and all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, on the date such modification, refinancing, refunding, renewal,
restructuring, replacement or extension is issued, incurred or obtained, (f) such modification, refinancing, refunding, renewal, restructuring, replacement or extension of Indebtedness is not at any time guaranteed by any Person other than the
guarantors of such Indebtedness and (g) any such modification, refinancing, refunding, renewal, restructuring, replacement or extension of Indebtedness shall be pari passu or junior in right of payment and, if secured, secured on no more
senior a basis than such Indebtedness being refinanced. 
 “Permitted Repricing Amendment” has the meaning set forth in
Section 10.01. 
 “Permitted Unsecured Refinancing Debt” means unsecured Indebtedness incurred by
the Borrower in the form of one or more series of senior unsecured notes, bonds or debentures or loans (and, if applicable, any Registered Equivalent Notes issued in exchange therefor); provided that (i) such Indebtedness satisfies the
applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness” and (ii) such Indebtedness is not at any time guaranteed by any of the Borrower’s Subsidiaries other than the Loan
Parties. 

  
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 “Person” means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
 “Plan” means any
“employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established or maintained by any Loan Party or any Restricted Subsidiary or, with respect to any such plan that is subject to Section 412 of the Code or
Title IV of ERISA, any ERISA Affiliate. 
 “Platform” has the meaning set forth in
Section 6.01(c). 
 “Pledged Debt” has the meaning set forth in the Security Agreement. 

“Pledged Equity” has the meaning set forth in the Security Agreement. 

“Proceeding” has the meaning set forth in Section 10.05. 

“Proceeds” has the meaning set forth in the Security Agreement. 

“Pro Forma Basis” and “Pro Forma Effect” mean, with respect to compliance with any test or covenant or
calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.09. 

“Pro Rata Share” means, with respect to each Lender, at any time, a fraction (expressed as a percentage, carried out to the
ninth decimal place), the numerator of which is the amount of the Commitments and, if applicable and without duplication, Term Loans of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount
of the Aggregate Commitments under the applicable Facility or Facilities and, if applicable and without duplication, Term Loans under the applicable Facility or Facilities at such time; provided that, in the case of the Revolving Credit
Facility, if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments
made pursuant to the terms hereof. 
 “Public Lender” has the meaning set forth in
Section 6.01(c). 
 “Qualified ECP Guarantor” means, in respect of any Swap Obligations, each
Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible
contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section
1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 “Qualified Equity Interests” means any Equity Interests that are not
Disqualified Equity Interests. 
 “Quarterly Financial Statements” means the unaudited consolidated balance sheets and
related statements of income and cash flows of the Borrower for the fiscal quarter ended March 31, 2017. 
 “Real
Property” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned or leased by any Person, whether by lease, license or other
means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the
ownership, lease or operation thereof. 

  
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 “Redemption” means the redemption by the Borrower of the 2019 Notes. 

“Redemption Account” has the meaning set forth in Section 5.11(a). 

“Redemption Date” has the meaning set forth in Section 5.11(a). 

“Redemption Notice” has the meaning set forth in Section 4.01(d). 

“Redemption Proceeds” has the meaning set forth in Section 5.11(a). 

“Refinanced Debt” has the meaning set forth in the definition of “Credit Agreement Refinancing Indebtedness.” 

“Refinanced Term Loans” has the meaning set forth in Section 10.01. 

“Refinancing” means the prepayment in full of all amounts borrowed under the Existing Credit Facility, the termination of all
commitments thereunder and the release of all security interests and guarantees in connection therewith. 
 “Refinancing
Amendment” means an amendment to this Agreement executed by each of (a) the Borrower, (b) the Administrative Agent, (c) each Additional Refinancing Lender and (d) each Lender that agrees to provide any portion of the
Refinancing Term Loans, Refinancing Revolving Credit Commitments or Refinancing Revolving Credit Loans incurred pursuant thereto, in accordance with Section 2.15. 

“Refinancing Revolving Credit Commitments” means one or more Classes of Revolving Credit Commitments hereunder that result
from a Refinancing Amendment. 
 “Refinancing Revolving Credit Loans” means one or more Classes of Revolving Credit Loans
that result from a Refinancing Amendment. 
 “Refinancing Series” means all Refinancing Term Loans or Refinancing Term
Commitments that are established pursuant to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refinancing Amendment expressly provides that the Refinancing Term Loans or Refinancing Term Commitments,
Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments provided for therein are intended to be a part of any previously established Refinancing Series) and that provide for the same
All-In Yield (other than, for this purpose, any original issue discount or upfront fees), if applicable and amortization schedule. 

“Refinancing Term Commitments” means one or more term loan commitments hereunder that fund Refinancing Term Loans of the
applicable Refinancing Series hereunder pursuant to a Refinancing Amendment. 
 “Refinancing Term Loans” means one or more
Classes of Term Loans that result from a Refinancing Amendment. 
 “Register” has the meaning set forth in
Section 10.07(d). 

  
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 “Registered Equivalent Notes” means, with respect to any notes originally issued
in an offering pursuant to Rule 144A under the Securities Act or other private placement transaction under the Securities Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC. 

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers,
employees, agents, trustees and advisors of such Person and of such Person’s Affiliates. 
 “Release” means any
spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into, or migration through, the Environment or any facility or property. 

“Remaining Term Loan Proceeds” has the meaning set forth in Section 5.11(a). 

“Replacement Term Loans” has the meaning set forth in Section 10.01. 

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder,
other than events for which the otherwise applicable notice period has been waived by regulation or otherwise by the PBGC. 

“Repricing Event” shall mean (i)(x) any substantially concurrent prepayment or repayment of Initial Term Loans in whole
or in part with the proceeds of, or any conversion of any Initial Term Loans into, any new or replacement tranche of indebtedness incurred bearing interest at an All-In Yield less than the All-In Yield applicable to the Initial Term Loans, in either case in a transaction with the purpose of reducing the All-In Yield, or (y) any amendment to this Agreement
that, directly or indirectly, reduces the “effective” interest rate applicable to the Initial Term Loans or (ii) any assignment permitted under Section 3.07 of all or any portion of the Initial Term Loans of
any Lender in connection with any amendment under clause (i) of this definition. 
 “Request for Credit
Extension” means (a) with respect to a Borrowing, continuation or conversion of Term Loans or Revolving Credit Loans, a Committed Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application. 

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total
Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments
and (c) aggregate unused Revolving Credit Commitments and unused Refinancing Revolving Credit Commitments; provided that the unused Term Commitments, Revolving Credit Commitment and Refinancing Revolving Credit Commitment of, and the
portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. 

“Required Revolving Lenders” means, as of any date of determination, Revolving Credit Lenders having more than 50% of the sum
of (a) the Outstanding Amount of all Revolving Credit Loans and L/C Obligations (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for
purposes of this definition) and (b) aggregate unused Revolving Credit Commitments and unused Refinancing Revolving Credit Commitments; provided that the Revolving Credit Commitment and Refinancing Revolving Credit Commitment of, and the
portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders. 

  
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 “Responsible Officer” means the chief executive officer, president, vice
president, chief financial officer, chief administrative officer, secretary or assistant secretary, treasurer or assistant treasurer, controller or other similar officer of a Loan Party, and with respect to Committed Loan Notices, any designee
thereof and directors of treasury services. 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” means, when referring to cash or Cash Equivalents of the Consolidated Parties, means that such cash or Cash
Equivalents appear (or would be required to appear) as “restricted” on the consolidated balance sheet of the Borrower (unless such appearance is related to Liens for the benefit of the Secured Parties or Liens permitted under
Section 7.01 which are not perfected under the UCC or do not benefit from a control agreement or other steps to perfect the Lien on such cash or Cash Equivalents). For the avoidance of doubt, the Redemption Proceeds shall
not be considered to be Restricted. 
 “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interest of any Consolidated Party, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to such Consolidated Party’s equity holders, partners or members (or the equivalent Persons thereof). 

“Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary. 

“Retained Excess Cash Flow” means, for any Excess Cash Flow Period, an amount equal to Excess Cash Flow for such Excess Cash
Flow Period minus the amount required to be prepaid (or offered to be prepaid) pursuant to Section 2.05(b)(i) prior to giving effect to any deductions made pursuant to clause (B) of such subsection. 

“Returns” means, with respect to any Investment, any dividends, distributions, interest, fees, premium, return of capital,
repayment of principal, income, profits (from a Disposition or otherwise) and other amounts received or realized in respect of such Investment. 

“Revolver Extension Request” has the meaning set forth in Section 2.16(b). 

“Revolver Extension Series” has the meaning set forth in Section 2.16(b). 

“Revolver Usage” has the meaning set forth in Section 7.11. 

“Revolving Commitment Increase” has the meaning set forth in Section 2.14(a). 

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the
case of Eurodollar Rate Loans, having the same Interest Period, made by each of the Revolving Credit Lenders. 
 “Revolving Credit
Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower and (b) purchase participations in L/C Obligations in respect of Letters of Credit in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant
to which such Lender becomes a party 

  
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hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Sections 2.14 and 10.07(b)). The aggregate
Revolving Credit Commitments of all Revolving Credit Lenders shall be $50,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement. 

“Revolving Credit Exposure” means, as to each Revolving Credit Lender, the sum of the amount of the Outstanding Amount of
such Revolving Credit Lender’s Revolving Credit Loans and its Pro Rata Share or other applicable share provided for under this Agreement of the amount of the L/C Obligations at such time. 

“Revolving Credit Facility” means the Revolving Credit Commitments, including any Revolving Commitment Increase, each
Extension Series of Extended Revolving Credit Commitments, each Refinancing Series of Refinancing Revolving Credit Commitments and the Credit Extensions made thereunder. 

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time or, if the
Revolving Credit Commitments have terminated, Revolving Credit Exposure. 
 “Revolving Credit Loans” has the meaning set
forth in Section 2.01(b). 
 “Revolving Credit Note” means a promissory note of the Borrower
payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the Borrower to such
Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender to the Borrower. 
 “Rollover
Equity” means Equity Interests issued by Project Baseball Sub, Inc. to certain existing management shareholders of HDV Holdings. 

“S&P” means Standard & Poor’s Ratings Services, a division of Standard & Poor’s Financial
Services LLC, a subsidiary of McGraw Hill Financial, Inc., and any successor to its credit ratings business. 
 “Same Day
Funds” means disbursements and payments in immediately available funds. 
 “Sanctions Laws and Regulations” means
(i) any sanctions or requirements imposed by, or based upon the obligations or authorities set forth in, the Executive Order, the USA PATRIOT Act of 2001 (the “Patriot Act”), the U.S. International Emergency Economic Powers Act
(50 U.S.C. §§ 1701 et seq.), the U.S. Trading with the Enemy Act (50 U.S.C. App. §§ 1 et seq.), the U.S. Syria Accountability and Lebanese Sovereignty Act, the U.S. Comprehensive Iran Sanctions, Accountability, and Divestment Act
of 2010, the Iran Sanctions Act, Section 1245 of the National Defense Authorization Act of 2012, or the Iran Threat Reduction and Syria Human Rights Act of 2012, all as amended, or any of the foreign assets control regulations (including but
not limited to 31 C.F.R., Subtitle B, Chapter V, as amended) or any other law or executive order relating thereto administered by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”), and any similar law,
regulation, or Executive Order enacted in the United States after the date of this Agreement, (ii) any sanctions or requirements imposed under similar laws or regulations enacted by the European Union, the United Kingdom or Australia and
(iii) any similar Law of any jurisdiction other than the United States, in each case, applicable to the Borrower or any Consolidated Party. 

“Screen Rate” has the meaning set forth in the definition of “Interpolated Rate.” 

  
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 “SEC” means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions. 
 “Secured Hedge Agreement” means any Swap Contract permitted
under Article VII that is entered into by and between the Borrower or any Restricted Subsidiary and any Bank, to the extent designated by the Borrower and such Bank as a “Secured Hedge Agreement” in writing to the
Administrative Agent. The designation of any Secured Hedge Agreement shall not create in favor of such Bank any rights in connection with the management or release of Collateral or of the obligations of any Guarantor under the Loan Documents. 

“Secured Obligations” means, collectively, the Obligations, the Guaranteed Obligations, the Cash Management Obligations and
all obligations owing to the Secured Parties by any Consolidated Party under any Secured Hedge Agreement (but excluding in any event Excluded Swap Obligations). 

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, each other Agent, each L/C Issuer,
each other Lender, each Bank and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.

 “Securities Act” means the Securities Act of 1933, as amended. 

“Security Agreement” means a security agreement, dated as of the Closing Date, substantially in the form of
Exhibit E. 
 “Security Agreement Supplement” has the meaning set forth in the Security
Agreement. 
 “Senior Representative” means, with respect to any series of Permitted Equal Priority Refinancing Debt or
Permitted Junior Priority Refinancing Debt, 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. 
 “Solvent” means that (i) the sum of the debt
(including contingent liabilities) of the Borrower and its Restricted Subsidiaries, taken as a whole, does not exceed the present fair saleable value (on a going concern basis) of the assets of the Borrower and its Restricted Subsidiaries, taken as
a whole; (ii) the capital of the Borrower and its Restricted Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of each the Borrower or its Restricted Subsidiaries, taken as a whole, contemplated as of the
date hereof; and (iii) the Borrower and its Restricted Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such
debts as they mature in the ordinary course of business. For the purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such
time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

 “SPC” has the meaning set forth in Section 10.07(h). 

“Specified Transaction” means any Investment that results in a Person becoming a Restricted Subsidiary, any designation of a
Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Borrower, any Investment constituting an acquisition of
assets constituting a business unit, line of 

  
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business or division of, or all or substantially all of the Equity Interests of, another Person or any Disposition of a business unit, line of business or division of the Borrower or a Restricted
Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise, or any incurrence or repayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit), Restricted
Payment, Revolving Commitment Increase, Incremental Revolving Loan or Incremental Term Loan that by the terms of this Agreement requires such test to be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect.” 

“Statutory Reserves” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator
of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board of Governors of the Federal Reserve System of the
United States and any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holding a Loan) is subject for Eurocurrency Liabilities (as
defined in Regulation D of the Board). Eurodollar Rate Loans shall be deemed to constitute Eurocurrency Liabilities (as defined in Regulation D of the Board) and to be subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to the Administrative Agent or any Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve
percentage. 
 “Subsequent Transaction” has the meaning set forth in Section 1.08. 

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity
of which (i) a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a
contingency that has not yet happened) are at the time beneficially owned, (ii) more than half of the issued share capital is at the time beneficially owned or (iii) the management of which is otherwise controlled, directly or indirectly,
through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. 

“Subsidiary Guarantor” means any Guarantor that is not the Borrower. 

“Swap Contract” 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” has the meaning set forth in the definition of “Excluded Swap Obligation.” 

  
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 “Swap Termination Value” means, in respect of any one or more Swap Contracts,
after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance
therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 

“Target Person” has the meaning set forth in Section 7.02. 

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

“Term Borrowing” means a borrowing consisting of Term Loans of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period, made by each of the Term Lenders pursuant to Section 2.01(a), or under any Incremental Amendment, Extension Amendment or Refinancing Amendment. 

“Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the Borrower hereunder, expressed as
an amount representing the maximum principal amount of the Term Loan to be made by such Term Lender under this Agreement, as such commitment may be (a) reduced from time to time pursuant to Section 2.06 and
(b) reduced or increased from time to time pursuant to (i) assignments by or to such Term Lender pursuant to an Assignment and Assumption, (ii) an Incremental Amendment, (iii) a Refinancing Amendment, (iv) an Extension
Amendment or (v) the incurrence of Replacement Term Loans. The initial amount of each Term Lender’s Commitment is set forth on Schedule 1.01 under the caption “Initial Term Commitment” or, otherwise, in the Assignment and
Assumption, Incremental Amendment, Extension Amendment or Refinancing Amendment pursuant to which such Lender shall have assumed its Commitment, as the case may be. 

“Term Facility” means (a) prior to the Closing Date, the Initial Term Commitments and (b) thereafter, each
Class of Term Loans and/or Term Commitments. 
 “Term Lender” means, at any time, any Lender that has (a) an
Initial Term Commitment, Incremental Term Commitment or Refinancing Term Commitment or (b) a Term Loan at such time. 
 “Term
Loan” means any Initial Term Loan, Extended Term Loan, Incremental Term Loan, Refinancing Term Loan or Replacement Term Loan, as the context may require. 

“Term Loan Extension Request” has the meaning set forth in Section 2.16(a). 

“Term Loan Extension Series” has the meaning set forth in Section 2.16(a). 

“Term Loan Increase” has the meaning set forth in Section 2.14(a). 

“Term Note” means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially
the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender. 

  
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 “Test Period” means, for any date of determination under this Agreement, the
four consecutive fiscal quarters of the Borrower most recently ended as of such date of determination for which financial statements have been delivered (or are required to be delivered) pursuant to Section 6.01(a) or (b), as
applicable; it being understood and agreed that, prior to the first delivery (or required delivery) of financial statements pursuant to Section 6.01(a) or (b), “Test Period” means the period of four consecutive
fiscal quarters ending on December 31, 2016. 
 “Threshold Amount” means $25,000,000. 

“Total Assets” means the total assets of the Consolidated Parties on a consolidated basis in accordance with GAAP, as shown
on the most recent balance sheet of the Borrower delivered pursuant to Section 6.01(a) or (b), or, prior to the first delivery (or required delivery) of financial statements under Section 6.01(a) or
(b), on the balance sheet of the Borrower as of March 31, 2016. 
 “Total Outstandings” means the aggregate
Outstanding Amount of all Loans and all L/C Obligations. 
 “Transaction Expenses” means any fees or expenses incurred or
paid by the Borrower (excluding at all times Taxes) or any Consolidated Party in connection with the Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions
contemplated hereby and thereby. 
 “Transactions” means (a) the execution and delivery of the Loan Documents to be
entered into on the Closing Date and the funding of the Loans on the Closing Date, (b) the consummation of the Refinancing, (c) the consummation of the Redemption and (d) the payment of fees and expenses incurred in connection
therewith. 
 “Treasury Services Agreement” means any agreement between any Consolidated Party and any Bank relating to
treasury, depository, credit card, debit card and cash management services or automated clearinghouse transfer of funds or any similar services. 

“Type” means, with respect to a Loan, its character as an ABR Loan or a Eurodollar Rate Loan. 

“Unfunded Participations” shall mean, with respect to an L/C Issuer, the aggregate amount, if any, of participations in
respect of any outstanding L/C Disbursement that shall not have been funded by the Revolving Credit Lenders in accordance with Section 2.03(c). 

“Uniform Commercial Code” or “UCC” means (i) the Uniform Commercial Code as the same may from time to
time be in effect in the State of New York or (ii) the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it applies to any item or items of Collateral. References in this Agreement and the other Loan
Documents to specific sections of the Uniform Commercial Code are based on the Uniform Commercial Code as in effect in the State of New York on the date hereof. In the event such Uniform Commercial Code is amended or another Uniform Commercial Code
described in clause (ii) is applicable, such section reference shall be deemed to be references to the comparable section in such amended or other Uniform Commercial Code. 

“United States” and “U.S.” mean the United States of America. 

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code. 


  
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 “United States Tax Compliance Certificate” has the meaning set forth in
Section 3.01(d)(ii)(C). 
 “Unreimbursed Amount” has the meaning set forth in
Section 2.03(c)(i). 
 “Unrestricted” means, when referring to cash or Cash Equivalents, that
such cash or Cash Equivalents are not Restricted. 
 “Unrestricted Subsidiary” means any Subsidiary of the Borrower (other
than the BD Subsidiary or the Advisory Services Subsidiary) designated by the Borrower as an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the Closing Date. 

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Public Law 107-56, as amended, reauthorized or otherwise modified from time to time. 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by
dividing: (i) the sum of the products obtained by multiplying (a) 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 (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such
Indebtedness. 
 “wholly-owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the
outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly-owned
Subsidiaries of such Person. 
 Section 1.02.    Other Interpretive Provisions. With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: 
 (a)    The
meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. 
 (b)    The
words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. 

(c)    Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears. 

(d)    The terms “include,” “includes” and “including” are by way of example and not
limitation. 
 (e)    The word “or” is not exclusive. 

(f)    The term “documents” includes any and all instruments, documents, agreements, certificates, notices,
reports, financial statements and other writings, however evidenced, whether in physical or electronic form. 

  
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 (g)    In the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.” 

(h)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall
not affect the interpretation of this Agreement or any other Loan Document. 
 (i)    For purposes of determining
compliance with any Section of Article VII at any time, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), Disposition,
Restricted Payment, Affiliate transaction, Contractual Obligation or prepayment of Indebtedness meets the criteria of one or more than one of the categories of transactions permitted pursuant to any clause of such Sections, such transaction (or
portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrower in its sole discretion at such time. 

(j)    All references to “knowledge” of any Loan Party or a Restricted Subsidiary means the actual knowledge of
a Responsible Officer. 
 (k)    The words “asset” and “property” shall be construed as having 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. 

(l)    All references to any Person shall be constructed to include such Person’s successors and assigns (subject to
any restriction 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 of the functions thereof. 

Section 1.03.    Accounting Terms. 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, except as otherwise specifically
prescribed herein. Notwithstanding any other provision contained herein, (a) any lease that is treated as an operating lease for purposes of GAAP as of the date hereof shall not be treated as Indebtedness, Attributable Indebtedness or as a
Capitalized Lease and shall continue to be treated as an operating lease (and any future lease, if it were in effect on the date hereof, that would be treated as an operating lease for purposes of GAAP as of the date hereof shall be treated as an
operating lease), in each case for purposes of this Agreement, notwithstanding any actual or proposed change in GAAP after the date hereof and (b) 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 (i) Statement of Financial Accounting Standards 141R or ASC 805 (or any other financial accounting standard having a similar result or
effect) or (ii) any election under Financial Accounting Standards Codification No. 825—Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of any
Consolidated Party at “fair value” as defined therein. 
 Section 1.04.    Rounding. Any financial
ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). 

  
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 Section 1.05.    References to Agreements, Laws, Etc. Unless
otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, refinancings, restatements,
renewals, restructurings, extensions, supplements and other modifications thereto, but only to the extent that such amendments, refinancings, restatements, renewals, restructurings, extensions, supplements and other modifications are not prohibited
by the Loan Documents; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law. 

Section 1.06.    Times of Day. Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable). 
 Section 1.07.    Timing of Payment or
Performance. Except as otherwise expressly provided herein, when the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of
such payment (other than as described in the definition of “Interest Period”) or performance shall extend to the immediately succeeding Business Day. 

Section 1.08.    Limited Condition Transactions. Notwithstanding anything to the contrary herein, in
connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of: 

(a)    determining compliance with any provision of this Agreement (other than the covenant in
Section 7.11, the definition of “Applicable Margin” and the definition of “Applicable ECF Percentage”) which requires the calculation of any financial ratio or test, including the Consolidated First Lien
Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and Consolidated Total Net Leverage Ratio (and, for the avoidance of doubt, the financial ratios set forth in Sections 2.14(d) and 7.03(r)); or 

(b)    testing availability under baskets set forth in this Agreement; 

in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an
“LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test
Date”), and if, after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) on a Pro Forma Basis
as if they had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date (for income statement purposes) or at the end of such most recent Test Period (for balance sheet purposes), the Borrower would have been
permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election
and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total
Assets of the Consolidated Parties or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded as a result
of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the
making of Restricted Payments, the making of any Investment, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (a “Subsequent Transaction”)
following the relevant LCT Test Date and prior to the earlier of the date on which such 

  
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Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation
of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis (i) assuming such
Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other
transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated. 

Section 1.09.    Pro Forma Calculations. 

(a)    Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net
Leverage Ratio, the Consolidated First Lien Net Leverage Ratio and the Consolidated Secured Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be
calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period. 

(b)    For purposes of calculating any financial ratio or test, Specified Transactions that have been made (i) during
the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such
Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case
of the determination of Total Assets, the last day). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its
Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the
calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. 

(c)    Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall
be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings and synergies projected by the
Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such
period and as if such cost savings and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action
taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during
such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized
relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable, quantifiable, attributable to the transaction and based on assumptions believed by the Borrower in good faith to
be reasonable at the time made and supported by an officer’s certificate delivered to the Administrative Agent, and calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period as
if such cost savings and synergies were realized during the entirety of such period relating to such specified transaction, net of the amount of actual benefits realized during such period from such actions, (B) such actions are taken,
committed to be taken or expected to be 

  
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taken no later than 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative
of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) the aggregate amount of cost savings and synergies added pursuant to
this clause (c) shall not exceed (i) 10.0% of Consolidated EBITDA for such Test Period (giving pro forma effect to the relevant Specified Transaction (but not to any cost savings or synergies)) and (ii) when aggregated with the aggregate
amount for all cash items added pursuant to clause (a)(iv)(B), (a)(vi), (a)(vii) or (a)(ix) of the definition of “Consolidated EBITDA,” 15.0% of Consolidated EBITDA for such Test Period (giving pro forma effect
to the relevant Specified Transaction (but not to any cost savings or synergies)). 
 (d)    Notwithstanding anything to
the contrary herein, when calculating the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, on a Pro Forma Basis for purposes of Section
2.14(d)(iii)(B), 7.03(r)(i)(B) or 7.03(r)(ii)(B), any Indebtedness that is incurred substantially contemporaneously therewith under any other provision of Section 2.14 or
Section 7.03 shall be disregarded. 
 Section 1.10.    Letters of Credit. Unless
otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount available to be drawn under such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of
Credit that, by its terms or the terms of any Issuer 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. 

Section 1.11.    Certifications. All certifications to be made hereunder by an officer or representative of a
Loan Party shall be made by such person in his or her capacity solely as an officer or a representative of such Loan Party, on such Loan Party’s behalf and not in such Person’s individual capacity. 

ARTICLE II 
 THE
COMMITMENTS AND CREDIT EXTENSIONS 
 Section 2.01.    The Loans. 

(a)    Term Borrowings. Subject to the terms and conditions expressly set forth herein, each Term Lender severally
agrees to make to the Borrower on the Closing Date one or more Term Borrowings denominated in Dollars in an aggregate amount not to exceed at any time outstanding the amount of such Term Lender’s Term Commitment. Amounts borrowed under this
Section 2.01(a) and repaid or prepaid may not be re-borrowed. Term Loans may be ABR Loans or Eurodollar Rate Loans, as further provided herein. 

(b)    Revolving Credit Borrowings. Subject to the terms and conditions expressly set forth herein, after the
Closing Date each Revolving Credit Lender severally agrees to make Revolving Credit Loans, denominated in Dollars, to the Borrower pursuant to Section 2.02 (each such loan, together with any loans made pursuant to an
Extended Revolving Credit Commitment, Incremental Revolving Loans and Refinancing Revolving Credit Loans, a “Revolving Credit Loan”) from time to time, on any Business Day during the period from the Business Day immediately
following the Closing Date until the Maturity Date with respect to such Revolving Credit Lender’s applicable Revolving Credit Commitment, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s


  
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Revolving Credit Commitment at such time; provided that after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender,
plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Revolving Credit Commitment. Within the limits of each
Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and re-borrow under this Section 2.01(b) in each case without premium or penalty (subject to Section 3.05). Revolving Credit Loans may be ABR Loans or Eurodollar Rate
Loans, as further provided herein. 
 Section 2.02.    Borrowings, Conversions and Continuations of Loans.

 (a)    Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans
from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent
(1) not later than 1:00 p.m., three Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans or any conversion of ABR Loans to Eurodollar Rate Loans, and (2) not later than 1:00 p.m. on the
requested date of any Borrowing of ABR Loans; provided that the notice referred to in clause (1) above may be delivered no later than one Business Day prior to the Closing Date in the case of the initial Credit
Extensions to be made on the Closing Date. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery (including via email) to the Administrative Agent of a written
irrevocable Committed Loan Notice (and will not be effective until so confirmed), appropriately completed and signed by a Responsible Officer of the Borrower. Except as otherwise provided in Section 2.14, each Borrowing of,
conversion to or continuation of Eurodollar Rate Loans shall be in a minimum principal amount of $2,000,000, or a whole multiple of $1,000,000, in excess thereof. Except as provided herein, each Borrowing of or conversion to ABR Loans shall be in a
minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit
Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the
duration of the Interest Period with respect thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed (it being understood, for the avoidance of doubt, that the amount to be disbursed to any particular account may
be less than the minimum or multiple limitations set forth above so long as the aggregate amount to be disbursed to all such accounts pursuant to such Borrowing meets such minimums and multiples). Notwithstanding anything herein to the contrary,
until the Administrative Agent shall have notified the Borrower that the primary syndication of the Initial Term Loans has been completed, the Borrower shall not be permitted to request a Term Borrowing of Eurodollar Rate Loans with an Interest
Period in excess of one month. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fail to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made
as, or converted to, ABR Loans. Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. 

(b)    Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the
amount of its Pro Rata Share or other applicable share provided for 

  
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under this Agreement of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender
of the details of any automatic conversion to ABR Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative
Agent in Same Day Funds at the Administrative Agent’s Office not later than 3:00 p.m., on the Business Day specified in the applicable Committed Loan Notice. The Administrative Agent shall make all funds so received available to the Borrower in
like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided by the Borrower to (and reasonably acceptable to) the Administrative Agent; provided that if, on the date the Committed
Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of the Borrowing shall be applied, first, to the payment in full of any such L/C Borrowing and second, to the
Borrower as provided above. 
 (c)    Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or
converted only on the last day of an Interest Period for such Eurodollar Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the occurrence and continuation of an
Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurodollar Rate Loans. 

(d)    The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any
Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. 

(e)    After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or
Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than eight Interest Periods in effect (or such greater amount as may be agreed by the
Administrative Agent in its sole discretion). 
 (f)    The failure of any Lender to make the Loan to be made by it as
part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such
other Lender on the date of any Borrowing. 
 (g)    Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such Borrowing, the Administrative Agent
may assume that such Lender has made such Pro Rata Share or other applicable share provided for under this Agreement available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.02(b)
above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall
not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agree to repay to the Administrative Agent promptly after written demand such corresponding amount together with interest thereon, for
each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such
Borrowing and (ii) in the case of such Lender, the Overnight Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative
Agent submitted to any Lender with respect to any amounts owing under this 

  
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Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or
an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by such the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then
the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the
Administrative Agent. 
 Section 2.03.    Letters of Credit. 

(a)    The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein,
(A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date
until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars for the account of the Borrower or any Restricted Subsidiary of the Borrower and to amend or renew Letters of Credit previously issued by it, in
accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this
Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the
date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of
Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the ability of the Borrower and the Restricted Subsidiaries to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower and the
Restricted Subsidiaries may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, terminated or that have been drawn upon and reimbursed. 

(ii)    An L/C Issuer shall be under no obligation to issue any Letter of Credit if: 

(A)    any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport
to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall
prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital
requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which
such L/C Issuer is not otherwise compensated hereunder); 
 (B)    subject to
Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance or last renewal unless (1) each Appropriate Lender and the L/C Issuer has approved of
such expiration date or (2) the L/C Issuer thereof has approved of such expiration date and the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or backstopped in a manner
reasonably satisfactory to such L/C Issuer; 

  
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 (C)    the expiry date of such requested Letter of Credit
would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized or backstopped in a manner reasonably satisfactory to such L/C Issuer; 

(D)    the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to
letters of credit generally; it being understand and agreed that neither Credit Suisse AG, Cayman Islands Branch, nor any of its affiliates shall be required to issue documentary or “trade” Letters of Credit (as opposed to
“standby” Letters of Credit); and 
 (E)    any Revolving Credit Lender is at that time a
Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual
or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other
L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion. 

(iii)    An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C
Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. 

(iv)    Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such
L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C
Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer. 

(b)    Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed
by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 1:00 p.m., at least three Business Days prior to the proposed issuance date or
date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such
Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof;
(c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by
such beneficiary in case of any drawing thereunder; and (g) such other matters as the relevant L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application
shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed
amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request. 

  
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 (ii)    Promptly after receipt of any Letter of Credit
Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will
provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to
the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or its applicable Restricted Subsidiary) or enter into the applicable amendment, as the case may be. Immediately
upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal
to the product of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement times the stated amount of such Letter of Credit. 

(iii)    If the Borrower so requests in any applicable Letter of Credit Application with respect to any
standby Letter of Credit, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of
Credit must permit the relevant L/C Issuer to prevent any such extension at least once in each 12-month period (commencing with the date of issuance of such Letter of Credit and in no event extending beyond
the Letter of Credit Expiration Date unless the L/C Issuer thereof has approved of such expiration date and such Letter of Credit has been Cash Collateralized or backstopped in a manner reasonably acceptable to the Administrative Agent and the
applicable L/C Issuer) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month
period to be mutually agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such extension.
Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the
Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not permit any such extension if (A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its
extended form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven
Business Days before the Non-Extension Notice Date from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in
Section 4.02 is not then satisfied or waived. 
 (iv)    Promptly after
issuance of any Letter of Credit or any amendment to a Letter of Credit, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 

(c)    Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any
Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 1:00 p.m., on the first Business Day immediately following
any payment by an L/C Issuer under a Letter of Credit, with written notice to the Borrower (each such date, an “Honor Date”), the Borrower shall be liable to reimburse such L/C Issuer through the Administrative Agent in an amount
equal to the amount of 

  
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such drawing in Dollars; provided that if such reimbursement is not made on the date of drawing, the Borrower shall pay interest to the relevant L/C Issuer on such amount at the rate
applicable to ABR Loans (without duplication of interest payable on L/C Borrowings). The applicable L/C Issuer shall notify the Borrower in writing of the amount of the drawing promptly following the determination thereof. If the Borrower fails to
so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”) and the amount of such
Appropriate Lender’s Pro Rata Share or other applicable share provided for under this Agreement thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of ABR Loans to be disbursed on the Honor Date
in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of ABR Loans but subject to the amount of the unutilized portion of the Revolving
Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this
Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 

(ii)    Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice
pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer in Dollars at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata
Share or other applicable share provided for under this Agreement of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of
Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made an ABR Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant
L/C Issuer. 
 (iii)    With respect to any Unreimbursed Amount that is not fully refinanced by a
Revolving Credit Borrowing of ABR Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C
Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on written demand (together with interest) and shall bear interest at the Default Rate for Revolving Credit Loans (which
begins to accrue upon funding by the applicable L/C Issuer). In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall
be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. 

(iv)    Until each Appropriate Lender funds its Revolving Credit Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of
such amount shall be solely for the account of the relevant L/C Issuer. 
 (v)    Each Revolving Credit
Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and
shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever;
(B) the occurrence or continuance of a Default, or 

  
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(C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit
Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance
shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. 

(vi)    If any Revolving Credit Lender fails to make available to the Administrative Agent for the account
of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer
shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to
such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any reasonable administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. A
certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

 (d)    Repayment of Participations. (i) If, at any time after an L/C Issuer has made a payment under any
Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of such L/C
Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will
distribute to such Lender its Pro Rata Share or other applicable share provided for under this Agreement thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was
outstanding) in the amount received by the Administrative Agent. 
 (ii)    If any payment received by
the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to
any settlement entered into by such L/C Issuer in its discretion), each Appropriate Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share or other applicable share provided for under this Agreement
thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in
effect, plus any reasonable administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. 

(e)    Obligations Absolute. The obligation of the Borrower to reimburse the relevant L/C Issuer for each drawing
under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

 (i)    any lack of validity or enforceability of such Letter of Credit, this Agreement or any other
agreement or instrument relating thereto; 
 (ii)    the existence of any claim, counterclaim, setoff,
defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter 

  
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of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the
transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 

(iii)    any draft, demand, certificate or other document presented under such Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such
Letter of Credit; 
 (iv)    any payment by the relevant L/C Issuer under such Letter of Credit against
presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter
of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; 

(v)    any exchange, release or non-perfection of any Collateral,
or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit; or 

(vi)    any other circumstance or happening whatsoever, whether or not similar to any of the foregoing,
including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party (other than payment in cash or performance in full); 

provided that the foregoing in clauses (i) through (vi) shall not excuse any L/C Issuer from liability to the
Borrower to the extent of any direct damages (as opposed to consequential or exemplary damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such L/C
Issuer’s (or its Related Parties’) gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction when determining whether drafts and
other documents presented under a Letter of Credit comply with the terms thereof. 
 (f)    Role of L/C Issuers.
Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by
the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the
respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Lenders holding a majority
of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined in a final and non-appealable judgment by a
court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the
acts or omissions of any beneficiary or transferee with respect to either of their use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower pursuing such rights and remedies as it may
have against the beneficiary or transferee at law or under any other agreement. None of the L/C 

  
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Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in
clauses (i) through (vi) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such
L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s (or its
Related Parties’) willful misconduct or gross negligence or such L/C Issuer’s (or its Related Parties’) willful misconduct or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary
of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, in each case as determined in a final and non-appealable judgment by a court of competent
jurisdiction. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the
contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or
in part, which may prove to be invalid or ineffective for any reason. 
 (g)    Cash Collateral. (i) If, as
of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (ii) if any Event of Default occurs and is continuing and the Administrative Agent or the Lenders holding a
majority of the Revolving Credit Commitments, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02 or (iii) if an Event of Default set forth under
Section 8.01(f) occurs and is continuing, the Borrower shall Cash Collateralize all L/C Obligations in an amount equal to 103% of the Outstanding Amount of such L/C Obligations determined as of such date, and shall do so
not later than 2:00 p.m. on (x) in the case of the immediately preceding clauses (i) and (ii), the next Business Day following the Business Day that the Borrower receives written notice thereof, and
(y) in the case of the immediately preceding clause (iii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the
Business Day immediately succeeding such day. At any time that there shall exist a Defaulting Lender, promptly upon the written request of the Administrative Agent or the applicable L/C Issuer, the Borrower shall deliver to the Administrative Agent
Cash Collateral in an amount sufficient to cover all Fronting Exposure (solely after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by the Defaulting Lender). For purposes hereof, “Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Appropriate Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash
Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Appropriate Lenders). Derivatives of such term have
corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders of the applicable Facility, a security interest in all such cash, deposit accounts and all balances
therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked accounts at the Administrative Agent and may be invested in readily available Cash Equivalents (for the benefit of the Borrower). If at any time the
Administrative Agent determines that any funds held as Cash Collateral are expressly subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or nonconsensual liens permitted under
Section 7.01 or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, promptly following written demand by the Administrative Agent, pay to the
Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Administrative Agent as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds,
if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall
be applied, to the 

  
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extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so
long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this
Section 2.03(g) is cured or otherwise waived by the Required Lenders, then so long as no other Event of Default has occurred and is continuing, all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall
be promptly refunded to the applicable. If at any time the Administrative Agent reasonably determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided or Liens described
above, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly following written demand by the Administrative
Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. 

(h)    Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving
Credit Lender for the applicable Revolving Credit Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to
the Applicable Margin times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to
the terms of such Letter of Credit); provided that (x) if any portion of a Defaulting Lender’s Pro Rata Share of any Letter of Credit is Cash Collateralized by the Borrower or reallocated to the other Revolving Credit Lenders
pursuant to Section 2.17(a)(iv), then the Borrower shall not be required to pay a Letter of Credit fee to such Defaulting Lender with respect to such portion of such Defaulting Lender’s Pro Rata Share so long as it is
Cash Collateralized by the Borrower or reallocated to the other Revolving Credit Lenders, but such Letter of Credit fee shall instead be payable to such other Revolving Credit Lenders in accordance with their Pro Rata Share of such reallocated
amount, and (y) if any portion of a Defaulting Lender’s Pro Rata Share is not Cash Collateralized or reallocated pursuant to Section 2.17(a)(iv), then the Letter of Credit fee with respect to such Defaulting
Lender’s Pro Rata Share shall be payable to the applicable L/C Issuer until such Pro Rata Share is Cash Collateralized or reallocated or such Lender ceases to be a Defaulting Lender. Such Letter of Credit fees shall be computed on a quarterly
basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the
earlier to occur of the Letter of Credit Expiration Date and the Maturity Date then in effect for the applicable Revolving Credit Facility or the date on which the Revolving Credit Commitment of all Lenders shall be terminated as provided herein. If
there is any change in the Applicable Margin during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin
was in effect. 
 (i)    Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower
shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it to any Consolidated Party equal to 0.125% per annum of the maximum amount available to be drawn under such Letter of
Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) or such lesser fee as may be agreed with such L/C Issuer (the
“L/C Fronting Fee”). Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable in Dollars on the last Business Day of each March, June, September and December, commencing with
the first such date to occur after the issuance of such Letter of Credit, on the earlier to occur of the Letter of Credit Expiration Date and the date on which the Revolving Credit Commitment of all Lenders shall be terminated as provided herein. In
addition, the Borrower shall pay directly to each 

  
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L/C Issuer for its own account with respect to each Letter of Credit issued to the Loan Parties the customary and reasonable issuance, presentation, amendment and other processing fees, and other
standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within 10 Business Days of demand and are nonrefundable. 

(j)    Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary in this Agreement
or any Letter of Credit Application, in the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control. 

(k)    Addition of an L/C Issuer. A Revolving Credit Lender reasonably acceptable to the Borrower may become an
additional L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Credit Lender. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer. 

(l)    Reporting. Each L/C Issuer will report in writing to the Administrative Agent (i) on the first Business
Day of each calendar month, the aggregate face amount of Letters of Credit issued by it and outstanding as of the last Business Day of the preceding calendar month (and on such other dates as the Administrative Agent may request), (ii) on or prior
to each Business Day on which such L/C Issuer expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance or amendment, and the aggregate face amount of Letters of Credit to be issued, amended, renewed or extended by it
and outstanding after giving effect to such issuance, amendment, renewal or extension (and such L/C Issuer shall advise the Administrative Agent on such Business Day whether such issuance, amendment, renewal or extension occurred and whether the
amount thereof changed), (iii) on each Business Day on which such L/C Issuer makes any L/C Disbursement, the date and amount of such L/C Disbursement and (iv) on any Business Day on which the Borrower fails to reimburse an L/C Disbursement
required to be reimbursed to such L/C Issuer on such day, the date and amount of such failure. 
 (m)    Provisions
Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (i) if one or more other
tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such
other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to
Sections 2.03(c) and (d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an
aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the
extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(g). Commencing with the
maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each L/C Issuer. 

(n)    Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding
hereunder is in support of any obligations of, or is for the account of, a Restricted Subsidiary, the Borrower shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower
hereby acknowledges that the issuance of Letters of Credit for the account of Restricted Subsidiaries (whether or not a direct or indirect Subsidiary of the Borrower) inures to the benefit of the Borrower, and that the Borrower’s business
derives substantial benefits from the businesses of such Restricted Subsidiaries. 

  
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 Section 2.04.    [Reserved]. 

Section 2.05.    Prepayments. 

(a)    Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to
time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as expressly set forth in this Section 2.05); provided that
(1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the Business Day prior to any prepayment of ABR
Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $2,000,000, or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of ABR Loans shall be in a minimum principal amount of
$1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of
Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such
prepayment. If such notice is given by the Borrower, unless rescinded pursuant to clause (iii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified
therein. Any prepayment of a Loan (other than prepayments of ABR Revolving Credit Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by all accrued interest
thereon, together with any additional amounts required pursuant to clause (ii) below and Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the
Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share provided for under this
Agreement. 
 (ii)    Notwithstanding anything to the contrary contained in this Agreement, in the event
that, on or prior to the date that is six months after the Closing Date, any Loan Party (x) prepays, refinances, substitutes or replaces any Initial Term Loans in connection with a Repricing Event or (y) effects any amendment of this
Agreement resulting in a Repricing Event, the Borrower shall pay to the Administrative Agent (A) in the case of clause (x), for the ratable account of each of the applicable Lenders a prepayment premium of 1.00% of the aggregate
principal amount of the Initial Term Loans so prepaid, refinanced, substituted or replaced and (B) in the case of clause (y), for the ratable account of each of the Lenders (including any Lender that withholds its consent to such
amendment and that is required to assign its Initial Term Loan pursuant to Section 3.07), a fee equal to 1.00% of the aggregate principal amount of the applicable Initial Term Loans of such Lender outstanding immediately
prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Event or amendment and shall be a condition precedent to the effectiveness of any such amendment. 

(iii)    Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any
notice of prepayment under Section 2.05(a)(i) by notice to the Administrative Agent on the date of prepayment if such prepayment would have resulted from a refinancing of all or any portion of the applicable Class or
occurrence of another event, which refinancing or event shall not be consummated or shall otherwise be delayed (subject to payment of amounts due under Section 3.05). 

  
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 (iv)    Voluntary prepayments of any Class of Term Loans
permitted hereunder shall be applied first to ABR Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to
Section 3.05. 
 (v)    Voluntary prepayments of any Class of Term Loans permitted hereunder
shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order
of maturity). 
 (b)    Mandatory. (i) Within five Business Days after financial statements have been
delivered pursuant to Section 6.01(a) (commencing in respect of the fiscal year ending December 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a),
the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus,
(B) at the option of the Borrower (without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period) (x) the sum of (1) all voluntary prepayments of Term Loans during such fiscal
year or after year-end and prior to the date such Excess Cash Flow prepayment is due, and (2) all voluntary prepayments of Revolving Credit Loans, Extended Revolving Credit Loans, Refinancing Revolving
Credit Loans and Incremental Revolving Loans during such fiscal year or after year-end and prior to the date such Excess Cash Flow prepayment is due, to the extent the Revolving Credit Commitments, Extended
Revolving Credit Commitments, Refinancing Revolving Credit Commitments and/or Revolving Commitment Increase, as the case may be, are permanently reduced by the amount of such payments, in the case of each of the immediately preceding
clauses (1) and (2), to the extent such prepayments are funded with Internally Generated Cash; provided that, to the extent any deduction is made pursuant to the foregoing clauses (1)
and (2) after year-end and prior to the date such Excess Cash Flow prepayment is due, such prepayment shall not be deducted with respect to the Excess Cash Flow prepayment for the succeeding fiscal
year, and (y) incremental reserves of the BD Subsidiary in an aggregate amount for any Excess Cash Flow Period equal to the lesser of (1) the amount that is necessary to meet the capital reserve requirements of the BD Subsidiary for such
period and (2) $5,000,000. 
 (ii)    If (1) any Consolidated Party Disposes of any property or
assets pursuant to Section 7.05(i), (l) or (m), or (2) any Casualty Event occurs, in either case that results in the realization or receipt by a Consolidated Party of Net Proceeds, the Borrower shall cause to be prepaid on
or prior to the date that is five Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Proceeds (or such later time that the Borrower is entitled to reinvest Net Proceeds as provided in
the definition of “Net Proceeds”), an aggregate principal amount of Term Loans in an amount equal to 100% of all such Net Proceeds; provided that if at the time that any such prepayment would be required, the Borrower is required to
offer to repurchase or prepay Permitted Equal Priority Refinancing Debt or any Permitted Refinancing of any such Indebtedness (to the extent secured by Liens on the Collateral on a pari passu basis with the Obligations), in each case pursuant
to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Equal Priority Refinancing Debt (or the Permitted Refinancing of any such Indebtedness) required to be offered
to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other
Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness
pursuant to the terms thereof, and the remaining 

  
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amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other
Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly; provided, further, that to the
extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five Business Days after the date of such rejection) be applied to prepay the
Term Loans in accordance with the terms hereof. 
 (iii)    If any Consolidated Party incurs or issues
any Indebtedness after the Closing Date (A) not permitted to be incurred or issued pursuant to Section 7.03 or (B) that is intended to constitute Credit Agreement Refinancing Indebtedness in respect of any
Class of Term Loans, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans (or, in the case of Indebtedness constituting Credit Agreement Refinancing Indebtedness, the applicable Class of Term Loans) in an
amount equal to 100% of all Net Proceeds received therefrom on or prior to the date that is three Business Days after the receipt by such Consolidated Party of such Net Proceeds. For the avoidance of doubt, in connection with any prepayment under
Section 2.05(b)(iii)(B) that constitutes a Repricing Event that is consummated in respect of all or any portion of the Initial Term Loans prior to the date that is six months after the Closing Date, the Borrower shall pay to the Term Lenders
the fees specified in Section 2.05(a)(ii). 
 (iv)    If for any reason the aggregate Outstanding
Amount of Revolving Credit Loans and L/C Obligations at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an
aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless, after the prepayment in full of the
Revolving Credit Loans, such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. 

(v)    Except as otherwise provided in any Refinancing Amendment, Extension Amendment or any Incremental
Amendment or as otherwise provided herein, (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that any prepayment of Term Loans
with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt), (B) with respect to each Class of Term Loans, each prepayment pursuant to
clause (ii) or (iii) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of such prepayment in direct order of maturity and
(C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment. 

(vi)    The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term
Loans required to be made by the Borrower pursuant to clause (i), (ii), or (iii) of this Section 2.05(b) not later than 1:00 p.m. at least three Business Days prior to the date
of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each
Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all of its Pro Rata Share of any mandatory prepayment (such declined
amounts, the “Declined Proceeds”) of Term Loans 

  
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required to be made pursuant to clause (i), (ii), or (iii)(A) of this Section 2.05(b) by providing written notice (each, a
“Rejection Notice”) to the Administrative Agent no later than 5:00 p.m. one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment; provided,
however, in no event may the proceeds of any Credit Agreement Refinancing Indebtedness be rejected. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be
deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower. 

(vii)    In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to this
Section 2.05(b), such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurodollar Rate Loans; provided that if no
Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.05(b)(vi), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans
that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Rate Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to
Section 3.05. 
 (c)    Interest, Funding Losses, Etc. All prepayments under this
Section 2.05 shall be accompanied by all accrued interest thereon (other than prepayments of ABR Revolving Credit Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments),
together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date prior to the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section 3.05.

 Notwithstanding any of the other provisions of this Section 2.05, so long as no Event of Default shall have
occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.05 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this
Section 2.05 in respect of any such Eurodollar Rate Loan prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise
required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any
further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05. Upon the occurrence and during the continuance of any
Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the
relevant provisions of this Section 2.05. Such deposit shall be deemed to be a prepayment of such Loans by the Borrower for all purposes under this Agreement. 

Section 2.06.    Termination or Reduction of Commitments. 

(a)    Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments
of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior
to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000, or any whole multiple of $1,000,000 in excess thereof or, if less, the
entire amount thereof and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Credit Commitments, such sublimit shall be automatically reduced by
the amount of 

  
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such excess. Except as provided above, the amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Borrower.
Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of any Commitments if such termination would have resulted from a refinancing of all or any portion of the applicable Class or occurrence of other
event, which refinancing or other event shall not be consummated or otherwise shall be delayed. 

(b)    Mandatory. The Initial Term Commitments of each Term Lender shall be automatically and permanently reduced
to $0 upon the funding of the Initial Term Loans to be made by such Term Lender on the Closing Date. The Revolving Credit Commitments of each Revolving Credit Lender shall automatically and permanently terminate on the Maturity Date. 

(c)    Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the
Appropriate Lenders of any termination or reduction of unused portion of the Letter of Credit Sublimit or the unused Commitments of any Class under this Section 2.06. The amount of any such reduction of the Revolving
Credit Commitments shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Borrower. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such
Lender’s Pro Rata Share of the amount by which such Commitments are reduced. All commitment fees accrued until the effective date of any termination of the Aggregate Commitments of any Class shall be paid to the Appropriate Lenders on the
effective date of such termination. 
 Section 2.07.    Repayment of Loans. 

(a)    Term Loans. Commencing with the first full quarter ending after the Closing Date, the Borrower shall repay to
the Administrative Agent for the ratable account of the Appropriate Lenders on the last Business Day of each March, June, September and December, in an amount equal to 0.25% of the aggregate amount of all Initial Term Loans outstanding on the
Closing Date (which payments shall be reduced as a result of the application of prepayments made in accordance with the order of priority set forth in Section 2.05), with the remaining principal amount of the Initial Term
Loans then outstanding due and payable in full on the Maturity Date. 
 (b)    Revolving Credit Loans. The
Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for the applicable Revolving Credit Facility the aggregate principal amount of all Revolving Credit Loans under such Facility
outstanding on such date. 
 Section 2.08.    Interest. 

(a)    Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan shall
bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Margin and (ii) each ABR Loan shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the ABR plus the Applicable Margin. 

(b)    After the occurrence and during the continuance of an Event of Default under
Section 8.01(a) or 8.01(f) (or, with respect to the existence of any other Event of Default, at the election of the Required Lenders), the Borrower shall pay interest on past due amounts owing by it hereunder at a
fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws; provided that no interest at the Default Rate shall accrue or be payable to a Defaulting Lender so long as
such Lender shall be a Defaulting Lender. Accrued and unpaid interest on such amounts (including interest on past due interest) shall be due and payable upon written demand. 

  
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 (c)    Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any
proceeding under any Debtor Relief Law. 
 Section 2.09.    Fees. In addition to certain fees described in
Sections 2.03(h) and (i): 
 (a)    Commitment Fee. The Borrower agrees to pay
to the Administrative Agent for the account of each Revolving Credit Lender under each Revolving Credit Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee equal to the
Applicable Margin with respect to commitment fees for such Facility times the actual daily amount by which the aggregate Revolving Credit Commitments for such Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit
Loans for such Facility plus (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the
time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by
the Borrower prior to such time; provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit
Facility shall accrue at all times from the Closing Date until the Maturity Date for such Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be
due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur during the first full fiscal quarter after the Closing Date, and on the Maturity Date for such
Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin
separately for each period during such quarter that such Applicable Margin was in effect. 
 (b)    Other Fees.
The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing (including pursuant to the Engagement Letter and the Administrative Agent Fee Letter) in the amounts and at the times so specified. Such fees shall
be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent). 

Section 2.10.    Computation of Interest and Fees. All computations of interest for ABR Loans (including ABR
Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days, or 366 days, as applicable, 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. 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 2.12(a), 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. 

  
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 Section 2.11.    Evidence of Indebtedness. 

(a)    The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such
Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as a non-fiduciary agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower
hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative
Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its
Loans and payments with respect thereto. 
 (b)    In addition to the accounts and records referred to in
Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the
purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters,
the accounts and records of the Administrative Agent shall control in the absence of manifest error. 
 (c)    Entries
made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Section 2.11(a) and (b), shall be prima facie evidence of the
amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan
Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in
accordance with their terms. 
 Section 2.12.    Payments Generally. 

(a)    All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff. Except as otherwise expressly provided herein. All payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable
Administrative Agent’s Office in Dollars and in Same Day Funds not later than 1:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable
share provided for under this Agreement) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after the time specified above shall be deemed
received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. 

(b)    Except as otherwise provided herein, if any payment to be made by the Borrower shall come due on a day other than a
Business Day, payment shall be made on the next following 

  
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Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or
principal of Eurodollar Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. 

(c)    Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required
to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such
payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds,
then: 
 (i)    if the Borrower has failed to make such payment, each Lender shall forthwith on demand
repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the
Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and 

(ii)    if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the
Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the
Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Overnight Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued
interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender
does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with
interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to
prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. 

A written notice (including documentation reasonably supporting such request) of the Administrative Agent to any Lender or the Borrower with
respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. 

(d)    If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided
in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in
Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. 

(e)    The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit are several
and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible
for the failure of any other Lender to so make its Loan or purchase its participation. 

  
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 (f)    Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 

(g)    Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents
is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and
applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect
of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may (to the fullest extent permitted by mandatory provisions of applicable Law), but
shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding
Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. 

(h)    Amounts to be applied to the prepayment of Loans in connection with any mandatory prepayments by the Borrower of
the Term Loans pursuant to Section 2.05(b) shall be applied, as applicable, on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurodollar Rate
Loans; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.05(b)(vi), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment
shall be applied first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans in a manner that minimizes the amount of any payments required to be made by the Borrower
pursuant to Section 3.05. 
 Section 2.13.    Sharing of Payments. If, other than
as provided elsewhere herein, any Lender shall obtain payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in respect of any principal or interest on account of the Loans or the participations in L/C
Obligations held by it, in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such
participations in the Loans made by them and/or such sub-participations in the participations in L/C Obligations held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share
the excess payment in respect of any principal or interest on such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from
the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded
and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s
required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. For the
avoidance of doubt, the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the
application of funds arising from the existence of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration for 

  
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the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder. The Borrower agrees that any Lender so purchasing a participation from another
Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender
were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this
Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such
purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original
owner of the Obligations purchased. 
 Notwithstanding anything to the contrary contained in this Section 2.13 or
elsewhere in this Agreement, the Borrower may extend the final maturity of Term Loans and/or Revolving Credit Commitments in connection with an Extension that is permitted under Section 2.16 without being obligated to
effect such extensions on a pro rata basis among the Lenders (it being understood that no such extension (i) shall constitute a payment or prepayment of any Term Loans or Revolving Credit Loans, as applicable, for purposes of this
Section 2.13 or (ii) shall reduce the amount of any scheduled amortization payment due under Section 2.07(a), except that the amount of any scheduled amortization payment due to a Lender of
Extended Term Loans may be reduced to the extent provided pursuant to the express terms of the respective Extension Amendment) without giving rise to any violation of this Section 2.13 or any other provision of this
Agreement. Furthermore, the Borrower may take all actions contemplated by Section 2.16 in connection with any Extension (including modifying pricing, amortization and repayments or prepayments), and in each case such
actions shall be permitted, and the differing payments contemplated therein shall be permitted, without giving rise to any violation of this Section 2.13 or any other provision of this Agreement. 

Section 2.14.    Incremental Credit Extensions. 

(a)    Incremental Commitments. The Borrower may at any time or from time to time after the Closing Date, by notice
to the Administrative Agent (an “Incremental Request”), request (i) one or more new commitments which shall be in the same Facility as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of
term loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”) under this Agreement and/or (ii) (A) one or more increases in the amount of the Revolving Credit Commitments (a “Revolving
Commitment Increase”) and/or (B) the establishment of one or more new Revolving Credit Commitments (any such new commitment, a “New Revolving Credit Commitment” and, together with Revolving Commitment Increases, the
“Incremental Revolving Loan Commitments” and, collectively with any Incremental Term Commitments, the “Incremental Commitments”), whereupon the Administrative Agent shall promptly deliver a copy to each of the
Lenders. 
 (b)    Incremental Loans. Any Incremental Term Loans (other than Term Loan Increases) effected
through the establishment of one or more new Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Term Loans for all purposes of this Agreement. On any Incremental Facility Closing Date on
which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.14, (i) each
Incremental Term Lender of such Class shall make a Loan to the Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such
Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any


  
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Incremental Revolving Loan Commitment is effected, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving
Credit Lender shall make its Commitment available to the Borrower (when borrowed, an “Incremental Revolving Loan” and, collectively with any Incremental Term Loan, an “Incremental Loan”) in an amount equal to its
Revolving Commitment Increase or New Revolving Credit Commitment, as applicable, and (ii) each Incremental Revolving Credit Lender shall become a Lender hereunder with respect to the Revolving Commitment Increase or the New Revolving Credit
Commitment, as applicable, and the Incremental Revolving Loans made pursuant thereto. Notwithstanding the foregoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term
Loans. 
 (c)    Incremental Request. Each Incremental Request from the Borrower pursuant to this
Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Loan Commitments. Incremental Term Loans may be made, and Incremental Revolving Loan
Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment, nor will the Borrower have any obligation to approach any existing Lenders to request any Incremental Commitment)
or by any other Person that is not (w) a Disqualified Lender, (x) a Defaulting Lender, (y) a natural Person or (z) the Borrower or any of its Subsidiaries (any such Person being called an “Additional Lender”)
(each such existing Lender or Additional Lender providing such, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”);
provided that the Administrative Agent and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such
Incremental Revolving Loan Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional
Lender. 
 (d)    Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the
Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: 

(i)    no Default or Event of Default shall exist after giving effect to such Incremental Commitments, and
the representations and warranties in Article V of this Agreement shall be true and correct in all material respects (or, in the case of any representation and warranty that is qualified as to “materiality,” “Material Adverse
Effect” or similar language, in all respects) on and as of the date of the incurrence of such Incremental Commitments (although any representations or warranties which expressly relate to a given date or period shall be required only to be true
and correct in all material respects (or in all respects, as applicable) as of the respective date or for the respective period, as the case may be); provided that in the case of Incremental Commitments incurred to finance a Permitted
Acquisition or Investment permitted under Section 7.02(o), (s) or (t) that, in any such case, is not conditioned on the availability of financing (each, a “Limited Condition Transaction”), (x) such
requirement shall be subject to customary “SunGard” conditionality (including waiver or non-requirement of (1) the representations and warranties hereunder (other than customary
“specified” representations and warranties) and (2) the absence of a Default or Event of Default (other than with respect to a Default or Event of Default under Section 8.01(a) or (f)) and (y) the Consolidated First
Lien Net Leverage Ratio set forth in clause (iii)(B) below may, at the Borrower’s election, be tested at the time such Limited Condition Transaction is committed and will not be tested upon consummation thereof, in each case if otherwise
agreed by the Incremental Lenders providing such Incremental Commitments; 

  
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 (ii)    each Incremental Term Commitment shall be in an
aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount
that is not less than $5,000,000 and shall be in an increment of $1,000,000; 
 (iii)    the aggregate
amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed (A) an amount equal to $60,000,000 (net of Indebtedness incurred pursuant to Section 7.03(r)(i)(A) or (ii)(A)) plus
(B) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Commitments, the Consolidated First Lien Net
Leverage Ratio (determined on a Pro Forma Basis, including the pro forma effect of any Specified Transaction to be financed (in whole or in part) with the proceeds of the Incremental Loan, and assuming all previously established and simultaneously
established Incremental Revolving Loan Commitments or revolving loan commitments incurred under Section 7.03(r)(i) are fully drawn and excluding the cash proceeds of (x) any borrowing under any such Incremental Revolving Loan
Commitments, (y) any Incremental Term Loans and (z) any other Indebtedness that is incurred substantially concurrently therewith) is no more than 3.30 to 1.00; and 

(iv)    [reserved]; 

(v)    for purposes of the calculations in clause (iii) above, (A) with respect to any
Incremental Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, (B) to the extent the proceeds thereof are used to repay Indebtedness, pro forma effect shall be given to such repayment of Indebtedness
and (C) Indebtedness incurred under clause (iii)(A) above shall be available at all times and not subject to any ratio test, whether incurred simultaneously with amounts under clause (iii)(B) or otherwise. 

(e)    Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term
Commitments or the Incremental Revolving Loans and Incremental Revolving Loan Commitments, as the case may be, of any Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Incremental Lenders;
provided that, to the extent the terms of such Incremental Commitments are not consistent with the Facilities (except to the extent permitted by this Section 2.14), the terms of such Incremental Commitments shall be
reasonably satisfactory to the Administrative Agent. In any event: 
 (i)    the Incremental Term Loans
and, as applicable, the New Revolving Credit Commitments: 
 (A)    shall rank pari passu in right
of payment and of security with the Revolving Credit Loans and the Term Loans; 
 (B)    in the case of
Incremental Term Loans, shall not mature earlier than the Latest Maturity Date of the Initial Term Loans outstanding at the time of incurrence of such Incremental Term Loans; 

(C)    in the case of New Revolving Credit Commitments, shall not mature earlier than the Latest Maturity
Date of the Revolving Credit Commitments outstanding at the time of incurrence of such New Revolving Credit Commitments and shall not have amortization or scheduled mandatory commitment reductions (other than at maturity); 

  
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 (D)    in the case of Incremental Term Loans, shall have a
Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Initial Term Loans; 

(E)    in the case of Incremental Term Loans, subject to clause (B) and
(D) above, shall have amortization determined by the Borrower and the applicable Incremental Term Lenders; 

(F)    subject to clause (iii) below, shall have an Applicable Margin determined
by the Borrower and the applicable Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable; 

(G)    (x) in the case of Incremental Term Loans, shall be incurred in Dollars, and (y) in the case of
New Revolving Credit Commitments, shall be denominated in Dollars; and 
 (H)    may participate on a
pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of Initial Term Loans hereunder, as specified in the applicable Incremental Amendment; 

(I)    all other material terms of any Incremental Term Loans shall be substantially identical to, or
(taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing such Incremental Term Loans than, those applicable to the then-existing Term Loans (except for covenants or other provisions applicable only to
periods after the Latest Maturity Date of the then-existing Term Loans); 
 (ii)    all material terms
(other than with respect to margin, pricing, maturity or fees) of any Revolving Commitment Increase and Incremental Revolving Loans under such Revolving Commitment Increase shall be identical to the Revolving Credit Commitments and Revolving Credit
Loans or otherwise reasonably acceptable to the Administrative Agent; it being understood and agreed that covenants or other provisions applicable only to the periods after the Latest Maturity Date of any then-existing Revolving Credit Commitments
and Revolving Credit Loans shall be acceptable, subject, solely as to administrative matters to the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed); 

(iii)    with respect to any Incremental Term Loan or New Revolving Credit Commitments, the All-In Yield applicable to such Incremental Term Loans or New Revolving Credit Commitments, as applicable, of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders or
Incremental Revolving Credit Lenders, and shall be set forth in each applicable Incremental Amendment; provided, however, that if the All-In Yield in respect of any such Incremental Term Loans
incurred on or prior to the date that is 12 months after the Closing Date exceeds the All-In Yield in respect of any then-existing Term Loans by more than 0.50%, the Applicable Margin of such then-existing
Term Loans shall be adjusted such that the All-In Yield of such then-existing Term Loans equals the All-In Yield of such Indebtedness minus 0.50%; provided
that any amendments to the Applicable Margin in respect of any then-existing Term Loans that become effective subsequent to the Closing Date but prior to the time of such Indebtedness is incurred or borrowed shall also be included in such
calculations, effective upon the making of loans under such Indebtedness; provided, further, that if such Indebtedness includes a Eurodollar Rate floor greater than 1.00% per annum or an ABR floor greater than 2.00% per
annum, such differential between the Eurodollar Rate floor or the ABR 

  
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floor, as the case may be, shall be equated to the applicable All-In Yield for purposes of determining whether an increase to the interest rate margin
under the Term Loans shall be required, but only to the extent an increase in the Eurodollar Rate floor or ABR floor in the Term Loans, as the case may be, would cause an increase in the interest rate then in effect thereunder, and in such case, the
Eurodollar Rate floor or ABR floor (but not the interest rate margin), applicable to the Term Loans shall be increased to the extent of such differential between the Eurodollar Rate floors or ABR floors, as the case may be; 

(iv)    [reserved]; and 

(v)    to the extent any Incremental Term Loans are made in the form of a Term Loan Increase or are
Incremental Term Loans with the same terms as the Term Loans made on the Closing Date, (i) the scheduled amortization payments under Section 2.07(a) required to be made after the making of such Incremental Term Loans shall be ratably
increased by the aggregate principal amount of such Incremental Term Loans and shall be further increased for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Term
Lenders were entitled before such recalculation and (ii) in the event that, prior to the incurrence of any Incremental Term Loans made in the form of a Term Loan Increase or Incremental Term Loans with the same terms as the Term Loans made on
the Closing Date, the Term Loans made on the Closing Date, pursuant to any other Term Loan Increase or any other Incremental Term Loans made on the same terms as the Term Loans made on the Closing Date have scheduled amortization payments under
Section 2.07(a) that are less than 0.25% of the aggregate principal amount of such Term Loans when initially incurred, then the scheduled amortization payments on the Incremental Facility Closing Date of such Incremental Term Loans shall be
increased to be equal quarterly installments of principal equal to 0.25% of the aggregate principal amount of such Term Loans originally incurred. 

(f)    Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Loan
Commitments shall become Commitments (or in the case of an Incremental Revolving Loan Commitment to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment), under this Agreement
pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Lender providing such Commitments and the Administrative Agent. The
Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, 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 Borrower, to effect the provisions of this Section 2.14, including amendments to Section 2.05(a)(ii) that are not adverse to the interests of the Lenders. The Borrower will use the proceeds of the Incremental
Term Loans and Incremental Revolving Loan Commitments for working capital and other general corporate purposes, including the financing of Permitted Acquisitions and other Investments permitted hereby and any other use not prohibited by the Loan
Documents, in each case as determined by the Borrower and the Lenders providing such Incremental Term Loans and Incremental Revolving Loan Commitments. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Loan
Commitments, unless it so agrees. 
 (g)    Reallocation of Revolving Credit Exposure. Upon any Incremental
Facility Closing Date on which Revolving Commitment Increases are effected through an increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit
Facility, each of the Revolving Credit Lenders shall assign to each of the Incremental Revolving Credit Lenders, and each of the Incremental Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount
thereof, such interests in the Incremental Revolving 

  
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Loans outstanding on such Incremental Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be
held by existing Revolving Credit Lenders and Incremental Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such Revolving Commitment Increases to the Revolving Credit
Commitments, (b) each Revolving Commitment Increase shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan and (c) each Incremental Revolving
Credit Lender shall become a Lender with respect to the Revolving Commitment Increases and all matters relating thereto. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata
payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. 

(h)    This Section 2.14 shall supersede any provisions in
Section 2.13 or 10.01 to the contrary. 
 Section 2.15.    Refinancing
Amendments. 
 (a)    On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or
any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for
purposes of this Section 2.15(a) will be deemed to include any then outstanding Refinancing Term Loans or Incremental Term Loans), in the form of Refinancing Term Loans, Refinancing Term Commitments, Refinancing Revolving
Credit Commitments or Refinancing Revolving Credit Loans incurred under this Agreement pursuant to a Refinancing Amendment; provided that notwithstanding anything to the contrary in this Section 2.15 or otherwise,
(1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the Refinancing
Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Refinancing Revolving Credit
Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of
Section 2.03(m) to the extent dealing with Letters of Credit that mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be
participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(m), without giving effect to changes
thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Refinancing Revolving Credit Commitments after the
date of obtaining any Refinancing Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any
such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Refinancing Revolving Credit Commitments and Refinancing
Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans. 

(b)    Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be
in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. 

  
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 (c)    Each of the parties hereto hereby agrees that this Agreement and the
other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing
Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the
consent of the Required Lenders called for therein) and (iii) effect such other 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
Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. 

(d)    This Section 2.15 shall supersede any provisions in
Section 2.13 or 10.01 to the contrary. 
 Section 2.16.    Extension of Term
Loans; Extension of Revolving Credit Loans. 
 (a)    Extension of Term Loans. The Borrower may at any time
and from time to time request that all or a portion of the Term Loans of a given Class (each, an “Existing Term Loan Tranche”) be amended to extend the scheduled maturity date(s) with respect to all or a portion of any principal
amount of such Term Loans (any such Term Loans which have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term
Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, a “Term Loan Extension Request”) setting
forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and offered
pro rata to each Lender under such Existing Term Loan Tranche and (y) be substantially identical to, or (taken as a whole) no more favorable to the Extending Term Lenders than those applicable to the Existing Term Loan Tranche subject to
such Term Loan Extension Request (except for covenants or other provisions applicable only to periods after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such
Extended Term Loans), including: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such
Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Term Loans hereunder (including Refinancing Term Loans and Extended Term Loans) that
have more than five different Maturity Dates; (ii) the All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different
from the All-In Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other
covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term
Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, however, that (A) no Default or Event of Default shall have occurred and be continuing at the time a Term Loan Extension Request is
delivered to Lenders, (B) in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of the applicable Existing
Term Loan Tranche, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the
applicable Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than a pro
rata basis (but not 

  
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greater than a pro rata basis) in any mandatory prepayments hereunder, in each case as specified in the respective Term Loan Extension Request. Any Extended Term Loans amended pursuant to
any Term Loan Extension Request shall be designated a series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing
Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Term Loan Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled
amortization with respect thereto shall be proportionally increased). Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than
$50,000,000. 
 (b)    Extension of Revolving Credit Commitments. The Borrower may at any time and from time to
time request that all or a portion of the Revolving Credit Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the Maturity Date with respect to all or a portion of any principal amount of such
Revolving Credit Commitments (any such Revolving Credit Commitments which have been so amended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.16. In
order to establish any Extended Revolving Credit Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a
“Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche
(including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) the Extended Revolving Credit Commitment extended pursuant to a Revolver Extension Request,
and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with such other terms substantially identical to, or taken as a whole, no more favorable to the Extending Revolving Credit Lender than
the original Revolving Credit Commitments (and related outstandings); provided that (i) the Maturity Date of the Extended Revolving Credit Commitments may be delayed to a later date than the Maturity Date of the Revolving Credit
Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Credit Commitments hereunder (including Extended
Revolving Credit Commitments) that have more than five different Maturity Dates; (ii) the All-In Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the
form of interest rate margin, upfront fees, OID or otherwise) may be different from the All-In Yield, pricing or prepayment terms, for extensions of credit under the Revolving Credit Commitments of such
Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants (as determined by the Borrower and Lenders extending) and terms that apply
solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under the
applicable Revolving Credit Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except
for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (II) repayments required upon the Maturity Date of the non-extending
Revolving Credit Commitments and (III) repayments made in connection with a permanent repayment and termination of non-extended Revolving Credit Commitments); provided, further, that
(A) no Default or Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Credit Commitments of a
given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Credit Commitments hereunder and (C) all documentation in respect of such Extension Amendment shall be
consistent with the foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request 

  
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shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended
Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such
Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Credit Commitments incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $10,000,000. 

(c)    Extension Request. The Borrower shall provide the applicable Extension Request at least five Business Days
prior to the date on which Lenders under the Existing Term Loan Tranche or Existing Revolver Tranche, as applicable, are requested to respond (or such shorter period as agreed by the Administrative Agent), and shall agree to such procedures, if any,
as may be established by, or acceptable to, the Administrative Agent and the Borrower, in each case acting reasonably to accomplish the purposes of this Section 2.16. Subject to Section 3.07, no
Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Term Loans or any of its Revolving Credit Commitments amended into Extended Revolving Credit Commitments, as applicable,
pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to
such Extension Request amended into Extended Term Loans and any Revolving Credit Lender (each, an “Extending Revolving Credit Lender”) wishing to have all or a portion of its Revolving Credit Commitments under the Existing Revolver
Tranche subject to such Extension Request amended into Extended Revolving Credit Commitments, as applicable, shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension
Request of the amount of its Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments under the Existing Revolver Tranche, as applicable, which it has elected to request be amended into Extended Term Loans or Extended
Revolving Credit Commitments, as applicable (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Term Loans under the Existing Term Loan Tranche or Revolving
Credit Commitments under the Existing Revolver Tranche, as applicable, in respect of which applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Request exceeds the amount of Extended
Term Loans or Extended Revolving Credit Commitments, as applicable, requested to be extended pursuant to the Extension Request, Term Loans or Revolving Credit Commitments, as applicable, subject to Extension Elections shall be amended to Extended
Term Loans or Revolving Credit Commitments, as applicable, on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans or Revolving Credit Commitments,
as applicable, included in each such Extension Election. 
 (d)    Extension Amendment. Extended Term Loans and
Extended Revolving Credit Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender or Extending
Revolving Credit Lender, as applicable, providing an Extended Term Loan or Extended Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.16(a) or
2.16(b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction (or waiver) on the date thereof of each of the conditions set forth
in Section 4.02 (other than delivery of a Committed Loan Notice) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and
officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the
Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or


  
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Extended Revolving Credit Commitments, as applicable, are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the
effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only
to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in
Section 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount
of the Extended Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the
prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Loan
Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other 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 Borrower, to effect the provisions of this Section 2.16, and the Required Lenders hereby expressly
authorize the Administrative Agent to enter into any such Extension Amendment. 
 (e)    No conversion of Loans pursuant
to any Extension in accordance with this Section 2.16 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. This Section 2.16 shall supersede any
provisions in Section 2.13 or 10.01 to the contrary. 

Section 2.17.    Defaulting Lenders. 

(a)    Adjustments. 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. That 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 10.01. 

(ii)    Reallocation of Payments. 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 VIII or otherwise), 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, to the payment on a pro rata basis of any amounts owing by that Defaulting
Lender to the L/C Issuers hereunder; third, if so determined by the Administrative Agent or requested by the L/C Issuers, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any
Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default has occurred and is continuing), 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 reasonably determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, 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; sixth, to the payment of any amounts owing to the Lenders or the L/C Issuers as a result of any judgment of a court of
competent jurisdiction obtained by any Lender or any L/C Issuer against that Defaulting Lender as a result of that Defaulting Lender’s 

  
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breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default has occurred and is continuing, to the payment of any amounts owing to the Borrower as a
result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting
Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded
its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C
Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. 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 this Section 2.17(a)(ii) 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 any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower 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 2.03(h).

 (iv)    Reallocation of Pro Rata Share 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 Letters of Credit pursuant to
Section 2.03, the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Commitment
of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and
(ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit shall not exceed the positive difference, if any, of (1) the Commitment
of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans of that Lender. 

(b)    Defaulting Lender Cure. If the Borrower, the Administrative Agent and the L/C Issuers 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), that 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 Revolving Credit Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Share (without
giving effect to Section 2.17(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 Borrower while that Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties and subject to Section 10.21, 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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 ARTICLE III 

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY 

Section 3.01.    Taxes. 

(a)    Except as provided in this Section 3.01, any and all payments made by or on account of any
obligation of the Borrower (the term Borrower under Article III being deemed to include any Subsidiary for whose account a Letter of Credit is issued) or the Subsidiary Guarantors under any Loan Document shall be made free and clear of and
without deduction or withholding for any Taxes. If the Borrower, any Subsidiary Guarantor, the Administrative Agent or other applicable withholding agent shall be required by any Laws to deduct or withhold any Tax from or in respect of any amount
payable under any Loan Document to any Agent or any Lender (as determined in the good-faith discretion of the applicable withholding agent), (i) if the Tax in question is an Indemnified Tax, the amount payable by the Borrower or any Subsidiary
Guarantor shall be increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional amounts payable under this Section 3.01), each of such
Agent and such Lender receives an amount equal to the amount it would have received had no such deduction or withholding been made, (ii) the Borrower, any Subsidiary Guarantor, the Administrative Agent or other applicable withholding agent
shall make such deductions or withholdings, and (iii) the Borrower, any Subsidiary Guarantor, the Administrative Agent or other applicable withholding agent shall pay the full amount deducted or withheld to the relevant Governmental Authority
in accordance with applicable Laws. Within 30 days after the date of such payment of Taxes pursuant to this Section 3.01 (or, if receipts or evidence are not available within 30 days, as soon as possible thereafter), if the Borrower or any
Subsidiary Guarantor is the applicable withholding agent, it shall furnish to the Administrative Agent the original or a copy of a receipt evidencing payment thereof, a copy of the return reporting such payment, or other evidence reasonably
acceptable to the Administrative Agent. 
 (b)    In addition, the Borrower shall timely pay to the relevant
Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 

(c)    The Borrower and each Subsidiary Guarantor shall jointly and severally indemnify each Agent and each Lender, within
10 days after demand therefor, for (i) the full amount of Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Agent
or such Lender or required to be deducted or withheld from a payment to such Agent or such Lender and (ii) any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or
asserted by the Governmental Authority. A certificate as to the amount of such payment or liability prepared in good faith and delivered to the Borrower by such Agent or Lender (or by an Agent on behalf of such Lender) accompanied by a written
statement thereof setting forth in reasonable detail the basis and calculation of such amounts shall be conclusive absent manifest error. 

(d)    Each Lender shall, at the time or times prescribed by applicable Law and at the time or times as are reasonably
requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by Law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of
such Lender to an exemption from, or reduction in, withholding Tax with respect to any payments to be made to such Lender under the Loan Documents or as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is
subject to backup withholding or information reporting requirements. Notwithstanding any other provision of this Section 3.01(d), a Lender shall not be required 

  
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to deliver any form or certification pursuant to this Section 3.01(d) (other than the documentation set forth in Section 3.01(d)(i) through
(iii) and (v)) (x) that such Lender is not legally entitled to deliver or (y) if in such Lender’s reasonable judgment the completion, execution or submission of such form or certification would subject such Lender
to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the foregoing: 

(i)    Each Lender that is a U.S. Person shall deliver to the Borrower 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 reasonable request of the Borrower or the Administrative Agent) two executed originals of IRS
Form W-9 certifying that such Lender is exempt from federal backup withholding Tax. 

(ii)    Each Foreign Lender shall deliver to the Borrower and the Administrative Agent on or before the
date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) whichever of the following is applicable: 

(A)    in the case of a Foreign Lender entitled to the benefits of an income Tax treaty to which the United
States is a party (x) with respect to payments of interest under any Loan Document, two executed originals of IRS Form W-8BEN or IRS Form
W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such Tax treaty
and (y) with respect to any other applicable payments under any Loan Document, two executed originals of IRS Form W-8BEN or IRS Form
W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other
income” article of such Tax treaty, 
 (B)    two executed originals of IRS Form W-8ECI (or any successor forms), 
 (C)    in the
case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that
such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign
corporation” described in Section 881(c)(3)(C) of the Code (a “United States Tax Compliance Certificate”) and (y) two executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor forms), or 

(D)    to the extent a Foreign Lender is not the beneficial owner (for example, where the Lender is a
partnership), two executed originals of IRS Form W-8IMY (or any successor forms) of the Lender, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a United States Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, Form W-9, and/or other certification documents from each beneficial owner, as applicable (provided that if
the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a United States Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner). 

  
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 (iii)    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, such Lender shall deliver to the Borrower and the Administrative Agent at the time
or times prescribed by Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Laws and such additional documentation reasonably requested by the Borrower or the
Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and 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 Section 3.01(d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

(iv)    Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower
and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request
of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from, or a reduction in, U.S. federal withholding Tax, duly completed, together with such
supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine withholding or deduction required to be made. 

(v)    Each Lender agrees that if any form or certification it previously delivered expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. 

(e)    If any Lender requests compensation under this Section 3.01, then such Lender will, if
requested by the Borrower, use its commercially reasonable efforts to designate another Lending Office if such a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the reasonable
judgment of such Lender, result in any unreimbursed cost or expense, require any action that is inconsistent with legal or regulatory restrictions or be otherwise disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs
and expenses incurred by any Lender in connection with any such designation or assignment. 
 (f)    If any party
determines, in its sole discretion exercised in good faith, that it has received a refund in respect of any Taxes as to which it has been indemnified or additional amounts have been paid to it by a Loan Party pursuant to this
Section 3.01, it shall promptly remit such refund to such Loan Party (but only to the extent of indemnity payments or additional amounts paid by the Loan Party under this Section 3.01 with respect
to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes imposed on the receipt of such refund) of the Lender or Agent, as the
case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund net of any Taxes payable by any Agent or Lender on such interest); provided that the Loan Parties, upon the
request of the Lender or Agent, as the case may be, agree promptly to return such refund (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such party in the event such party is required to repay
such refund to the relevant Governmental Authority; provided, further, that in no event will the Lender or Agent be required to pay any amount to a Loan Party pursuant to this paragraph (f) the payment of which would
place the Lender or Agent in a less favorable net after-Tax position than the Lender or Agent would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted,
withheld or otherwise 

  
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imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 3.01(f) shall not be construed to require any
Agent or any Lender to make available its Tax returns (or any other information relating to Taxes that it deems confidential) to the Borrower or any other person. 

(g)    Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for
(i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so),
(ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.07(e) relating to the maintenance of a Participant Register and (iii) any Taxes excluded from the definition of “Indemnified
Taxes” in clause (A)(i) through (A)(iv) of such definition attributable to such Lender, in each case, that are directly or indirectly payable or paid by the Administrative Agent as Taxes or otherwise in connection with any Loan
Document, and all expenses, including legal expenses and other out-of-pocket expenses, arising therefrom or with respect thereto, whether or not such Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. 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 any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due
to the Administrative Agent under this paragraph (g). 
 (h)    Each party’s obligations under this
Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or
discharge of all obligations under any Loan Document. 
 (i)    For purposes of this
Section 3.01, the term “Lender” includes any L/C Issuer, and the term “applicable Laws” includes FATCA. 

Section 3.02.    Illegality. If any Lender determines in good faith that any Law or guideline has made it
unlawful or impermissible, or that any Governmental Authority has asserted that it is unlawful or impermissible under any such guideline, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to
determine or charge interest rates based upon the Eurodollar Rate, in each case after the Closing Date, then, on written notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or
continue Eurodollar Rate Loans or to convert ABR Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon
receipt of such notice, the Borrower shall promptly following written demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all applicable Eurodollar Rate Loans of such Lender to ABR Loans, either on
the last day of the Interest Period therefor, if such Lender may lawfully and in accordance with guidelines continue to maintain such Eurodollar Rate Loans to such day, or promptly, if such Lender may not lawfully or in accordance with guidelines
continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion
under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially
disadvantageous to such Lender. 
 Section 3.03.    Inability to Determine Rates. If the Administrative
Agent determines, or is notified by the Required Lenders, after the Closing Date that for any reason adequate and reasonable means do not exist for determining the applicable Eurodollar Rate for any requested Interest Period with


  
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respect to a proposed Eurodollar Rate Loan, or that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect
the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar, or other applicable, market for the applicable amount and the Interest Period of such Eurodollar Rate Loan, the
Administrative Agent will promptly so notify the Borrower in writing and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended and (y) in the event a determination described
in the preceding sentence with respect to the Eurodollar Rate component of the ABR, the utilization of the Eurodollar Rate component in determining the ABR shall be suspended, in each case until the Administrative Agent (upon the instruction of the
Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of such Eurodollar Rate Loans or, failing that, will be deemed to have converted such
request, if applicable, into a request for a Borrowing of ABR Loans in the amount specified therein. 

Section 3.04.    Increased Cost and Reduced Return; Capital Adequacy; Eurodollar Rate Loan Reserves. 

(a)    If any Lender (which, for purposes of this Section 3.04, shall include the L/C Issuers)
reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law or guideline, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost
to such Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection
with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) (A) Indemnified Taxes indemnified pursuant to
Section 3.01, (B) any Taxes excluded from the definition of “Indemnified Taxes” in clauses (A)(ii) through (iv) of such definition or, and (C) “Connection Income Taxes,” and
(ii) reserve requirements contemplated by Section 3.04(c)) and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining the Eurodollar Rate Loan (or of maintaining its
obligations to make any Loan), or to reduce the amount of any sum received or receivable by such Lender, then from time to time within 15 Business Days after written demand by such Lender setting forth in reasonable detail (which detail shall not be
required to include any information to the extent disclosure thereof is prohibited by Law) such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower
shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. Notwithstanding anything herein to the contrary, for all purposes under this Agreement, (x) the Dodd-Frank Wall Street Reform
and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in Law or guideline, regardless of
the date enacted, adopted or issued; provided that increased costs because of a change in a Law or guideline resulting from the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III may only be requested by a Lender imposing
such increased costs on similarly situated borrowers under syndicated credit facilities comparable to those provided hereunder. 

(b)    If any Lender determines that the introduction of any Law or guideline regarding capital adequacy or liquidity
requirements or any change therein or in the interpretation thereof, in each case after the Closing Date, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or
any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and liquidity and such Lender’s desired return on capital), then from
time 

  
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to time promptly following written demand of such Lender setting forth in reasonable detail (which detail shall not be required to include any information to the extent disclosure thereof is
prohibited by Law) the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such
additional amounts as will compensate such Lender for such reduction within 10 Business Days after receipt of such demand. 

(c)    The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves,
capital or liquidity with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each applicable Eurocurrency Rate Loan of the Borrower equal to the actual
costs of such reserves, capital or liquidity allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be
required to comply with any reserve ratio, capital or liquidity requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of any
Eurocurrency Rate Loans of the Borrower, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender
(as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan; provided the Borrower shall have
received at least 10 Business Days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice at least 10 Business Days prior to the relevant Interest Payment
Date, such additional interest or cost shall be due and payable 10 Business Days from receipt of such notice. 

(d)    Failure or delay on the part of any Lender to demand compensation pursuant to this
Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this
Section 3.04 to the extent that such Lender or Agent fails to make a demand for such compensation more than nine months after becoming aware of its right to such compensation. 

(e)    If any Lender requests compensation under this Section 3.04, then such Lender will, if
requested by the Borrower, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such
Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; provided, further, that nothing in this Section 3.04(d) shall affect or postpone any of the
Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d). 

Section 3.05.    Funding Losses. Promptly following written demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of: 

(a)    any continuation, conversion, payment or prepayment of any Eurodollar Rate Loan of the Borrower on a
day other than the last day of the Interest Period for such Loan; or 
 (b)    any failure by the
Borrower (for a reason other than the failure of such Lender to make a Loan) to pay, prepay, borrow, continue or convert any Eurodollar Rate Loan of the Borrower on the date or in the amount notified by the Borrower; 

  
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 including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or
reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. 

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender
shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for the applicable currency for a comparable amount and for a
comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded. 
 Section 3.06.    Matters
Applicable to All Requests for Compensation. 
 (a)    Any Agent or any Lender claiming compensation under this
Article III shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such
Agent or such Lender may use any reasonable averaging and attribution methods. 
 (b)    With respect to any
Lender’s claim for compensation for any amounts under Section 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender for the interest and penalties with respect to such amounts
if such Lender notifies the Borrower of the event that gives rise to such claim more than 180 days after such event; provided that if the circumstance giving rise to such claim is retroactive, then such
180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the
Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another applicable Eurodollar Rate Loan, or, if applicable, to convert ABR Loans
into Eurodollar Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall
not affect the right of such Lender to receive the compensation so requested. 
 (c)    If the obligation of any Lender
to make or continue any Eurodollar Rate Loan, or to convert ABR Loans into Eurodollar Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable Eurodollar Rate Loans shall be
automatically converted into ABR Loans (or, if such conversion is not possible, repaid) on the last day(s) of the then current Interest Period(s) for such Eurodollar Rate Loans (or, in the case of an immediate conversion required by
Section 3.02, on such earlier date as required by Law or guidelines) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.02, 3.03
or 3.04 hereof that gave rise to such conversion no longer exist: 
 (i)    to the extent that
such Lender’s Eurodollar Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s applicable Eurodollar Rate Loans shall be applied instead to its ABR Loans; and 

(ii)    all Loans that would otherwise be made or continued from one Interest Period to another by such
Lender as Eurodollar Rate Loans shall be made or continued instead as ABR Loans (if possible), and all ABR Loans of such Lender that would otherwise be converted into Eurodollar Rate Loans shall remain as ABR Loans. 

(d)    If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances
specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of any of such Lender’s Eurodollar Rate Loans pursuant to this Section 3.06 no longer exist


  
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(which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Loans made by other Lenders under the applicable Facility are outstanding, if
applicable, such Lender’s ABR Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans, to the extent necessary so that, after giving effect thereto, all
Loans held by the Lenders holding Eurodollar Rate Loans under such Facility and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments for the
applicable Facility. 
 Section 3.07.    Replacement of Lenders under Certain Circumstances. 

(a)    If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in
Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurodollar Rate Loans as a result of any condition described in Section 3.02 or
3.04 or requires the Borrower to pay additional amounts as a result thereof, (ii) any Lender becomes a Defaulting Lender, or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower
may, on five Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b)
(so long as the assignment fee is paid in such instance) all of its rights and obligations under this Agreement (which shall only apply in respect of any applicable Facility (and not all Facilities hereunder) only in the case of
clause (i) or, in the case of a Non-Consenting Lender with respect to a vote of directly and adversely affected Lenders or all Lenders of a Class (“Affected Class”),
clause (iii)); provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; provided, further, that
(A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a
reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and
shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents. 

(b)    Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and
deliver an Assignment and Assumption with respect to such Lender’s applicable Commitment and outstanding Loans and participations in L/C Obligations in respect thereof, and (ii) deliver any Notes evidencing such Loans to the Borrower or
the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C
Obligations, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans, Commitments and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such
Assignment and Assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and
the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning
Lender. In connection with any such replacement, if any such Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within five Business Days of the date on which the
assignee Lender executes and delivers such Assignment and Assumption to such Lender, then such Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Lender. 

(c)    Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced
hereunder at any time that it has any Letter of Credit outstanding 

  
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hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and
substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or Cash Collateral) have been made in respect of such outstanding Letters of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder
except in accordance with the terms of Section 9.06. 
 (d)    In the event that (i) the
Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the
agreement of each affected Lender or each Lender of a Class in accordance with the terms of Section 10.01 or an Affected Class or all Lenders holding Term Loans subject to a Permitted Repricing Amendment and
(iii) the Required Lenders (and, in the case of a consent, waiver or amendment (1) involving all of an Affected Class, at least 50.1% of such Affected Class or (2) involving a Permitted Repricing Amendment, all other Lenders
holding a tranche of Term Loans subject to such repricing that will continue as repriced or modified Term Loans) have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be
deemed a “Non-Consenting Lender.” 

Section 3.08.    Survival. All of the Borrower’s obligations under this
Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder. 

ARTICLE IV 

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 

Section 4.01.    Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit
Extension hereunder on the Closing Date is subject solely to the satisfaction (or waiver in accordance with Section 10.01) of the following conditions: 

(a)    The Administrative Agent’s receipt of the following, each of which shall be original, .pdf or facsimile copies
or delivered by other electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative
Agent: 
 (i)    a Committed Loan Notice, executed by the Administrative Agent and a Responsible Officer
of the Borrower in accordance with the requirements hereof; 
 (ii)    counterparts of this Agreement
executed by each Loan Party; 
 (iii)    a Note executed by the Borrower in favor of each Lender that has
requested a Note at least two Business Days in advance of the Closing Date; 
 (iv)    each Collateral
Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: 

(A)    certificates, if any, representing the Pledged Equity referred to therein accompanied by undated
stock or membership interest powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; and 

(B)    proper financing statements (Form UCC-1 or the equivalent)
for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; 

  
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 (v)    (A) a completed Perfection Certificate dated the
Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, and (B) the results of a search of the Uniform Commercial Code filings (or equivalent filings), judgments and Taxes made with
respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in such other jurisdictions as may be reasonably required by the Administrative
Agent, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar
document) would be permitted under Section 7.01 or have been or will be contemporaneously released or terminated; 

(vi)    such certificates of good standing from the applicable secretary of state of the state of
organization of each Loan Party, copies of resolutions or other corporate or limited liability company or partnership action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party (including a certificate
attaching the Organization Documents of each Loan Party) as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection
with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date, and the use of commercially reasonable efforts to provide evidence of insurance required hereunder; 

(vii)    opinions from (A) Perkins Coie LLP, as counsel to the Loan Parties and
(B) Shuttleworth & Ingersol, as Iowa counsel to the Loan Parties, (C) Locke Lord LLP, as Massachusetts counsel to the Loan Parties, and (D) Karell Dyre Haney PLLP, as Montana counsel to the Loan Parties, in each case, in form
and substance reasonably satisfactory to the Administrative Agent; 
 (viii)    a certificate dated the
Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in clauses (f) and (g) below; and 

(ix)    a solvency certificate from the chief financial officer of the Borrower substantially in the form
attached hereto as Exhibit D. 
 (b)    All fees required to be paid on the Closing Date
pursuant to the Administrative Agent Fee Letter and (b) all fees and expenses required to be paid on the Closing Date pursuant to the Engagement Letter to the extent invoiced at least one business day prior to the Closing Date (the
“Invoice Date”), shall have been paid (which amounts may be offset against the proceeds of the Facilities on the Closing Date). 

(c)    The Refinancing shall have been or, substantially concurrently with the initial Borrowing hereunder shall be,
consummated pursuant to customary pay-off documentation and all commitments under the Existing Credit Facility shall have been terminated, and all liens or security interests relating to the Existing Credit
Facility shall have been terminated or released. On the Closing Date, after giving effect to the Refinancing, no Consolidated Party shall have (i) any third party indebtedness for borrowed money other than the Facilities and Indebtedness
permitted pursuant to Section 7.03(b) or (ii) any Disqualified Equity Interests. 

  
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 (d)    An irrevocable notice of redemption for the 2019 Notes (the
“Redemption Notice”) shall have been or, substantially concurrently with the initial Borrowing hereunder shall be, delivered to the holders of the 2019 Notes. 

(e)    Since December 31, 2016, there shall not have been a material adverse change or any development involving a
prospective material adverse change in, or affecting, the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower and its subsidiaries, taken as a whole. 

(f)    Each of the representations and warranties of the Borrower and the Subsidiary Guarantors set forth in this
Agreement shall be true and correct in all material respects, in each case as of the Closing Date (except in the case of any such representation or warranty that expressly relates to a given date or period, in which case such representation and
warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided 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. 

(g)    On the Closing Date, before and after giving effect to the incurrence of the Initial Term Loans, no Default shall
exist or would result. 
 (h)    The Administrative Agent shall have received, at least three Business Days prior to the
Closing Date, all documentation and other information about the Borrower and its Subsidiaries required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, that has been
requested by the Administrative Agent in writing at least ten Business Days prior to the Closing Date. 
 Without limiting the generality of
the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from
such Lender prior to the proposed Closing Date specifying its objection thereto. 
 Section 4.02.    Conditions
to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a
continuation of Eurodollar Rate Loans) is subject to satisfaction or waiver of the following conditions precedent: 

(i)    The representations and warranties of each Loan Party set forth in
Article V and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent
such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided 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. 

(ii)    No Default or Event of Default shall exist or would result from such proposed Credit Extension or
from the application of the proceeds therefrom. 

  
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 (iii)    The Administrative Agent and, if applicable, the
relevant L/C Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. 

(iv)    If, after giving effect to such Request for Credit Extension, the Revolver Usage would exceed 30%
of the aggregate principal amount of the Revolving Credit Commitments, the Borrower shall be in compliance on a Pro Forma Basis with the covenant set forth in Section 7.11. 

Each Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the
other Type, or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i), (ii) and (iv) have
been satisfied on and as of the date of the applicable Credit Extension. 
 Notwithstanding anything in this
Section 4.02 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Limited Condition Transaction permitted hereunder, the only conditions precedent to the funding of such
Incremental Term Loans shall be the conditions precedent set forth in the related Incremental Amendment. 
 ARTICLE V 

REPRESENTATIONS AND WARRANTIES 

The Borrower and each of the Subsidiary Guarantors party hereto represent and warrant to the Agents and the Lenders at the time of each Credit
Extension (except as otherwise expressly provided herein) that: 
 Section 5.01.    Existence, Qualification and
Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization to the
extent such concept exists in such jurisdiction, (b) has all requisite organizational power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties,
execute, deliver and perform its obligations under each of the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its
business as currently conducted; except in each case, referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to
the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect. 

Section 5.02.    Authorization; No Contravention. The execution, delivery and performance by each Loan Party
of each Loan Document to which such Person is a party, and the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate or other
organizational action, and (c) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as
permitted by Section 7.01), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or
(y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any Law; except with respect to any conflict, breach or contravention or
payment (but not creation of Liens) referred to in clauses (ii) and (iii), to the extent that such violation, conflict, breach, contravention or payment would not reasonably be expected to have a Material Adverse
Effect. 

  
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 Section 5.03.    Governmental Authorization. No approval,
consent, exemption, authorization, or other action by or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any
Loan Party of this Agreement or any other Loan Document or for the consummation of the Transactions, the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, the perfection or maintenance of the Liens created
under the Collateral Documents (including the priority thereof) or the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents,
except for (i) approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any such Governmental Authority or other Person, in each case, necessary to perfect the Liens on the Collateral granted by the Loan
Parties in favor of the Secured Parties (or release existing Liens) under applicable U.S. law, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in
full force and effect (except to the extent not required to obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) those approvals, consents, exemptions, authorizations or
other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect. 

Section 5.04.    Binding Effect. This Agreement and each other Loan Document has been duly executed and
delivered by each Loan Party that is a party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party hereto or thereto in
accordance with its terms, except as such enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity, (ii) the need for filings and registrations necessary to create or perfect the Liens on the Collateral
granted by the Loan Parties in favor of the Secured Parties and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges of Equity Interests in or Indebtedness owed by Foreign Subsidiaries
(clauses (i), (ii) and (iii), the “Enforcement Qualifications”). 

Section 5.05.    Financial Statements; No Material Adverse Effect; No Default. 

(a)    The Annual Financial Statements and the Quarterly Financial Statements and any financial statements delivered
pursuant to Section 6.01(a) and (b) fairly present in all material respects the financial condition of the Consolidated Parties as of the dates thereof and their results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the Quarterly Financial Statements and any financial statements delivered pursuant to
Section 6.01(b), to changes resulting from normal year-end adjustments and the absence of footnotes. 

(b)    [Reserved]. 

(c)    Since December 31, 2016, there has been no event or circumstance, either individually or in the aggregate,
that has had or could reasonably be expected to have a Material Adverse Effect. 
 (d)    As of the Closing Date, after
giving effect to the Refinancing, none of the Borrower or its Subsidiaries has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) obligations arising under the Loan Documents, (ii) liabilities
incurred in the ordinary course of business that, either individually or in the aggregate, have not had nor could reasonably be expected to have a Material Adverse Effect and (iii) the 2019 Notes). 

  
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 (e)    No Default or Event of Default has occurred or is continuing. None of
the Borrower or any Restricted Subsidiary is in default under any provision of any agreement or instrument to which it is a party, and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a
default, other than in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

Section 5.06.    Litigation. Except as set forth on Schedule 5.06, there are no actions, suits,
proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Consolidated Party or against its properties or revenues
that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. 

Section 5.07.    Ownership of Property; Liens. Each Consolidated Party has good record title to, or valid
leasehold interests in, or easements or other limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except (a) as set forth on Schedule 5.07, (b) minor
defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes, (c) Liens permitted by Section 7.01 and (d) where the failure to
have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

Section 5.08.    Environmental Matters. Except as would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect: 
 (a)    each Loan Party and its respective properties and
operations are, and for the past five years have been, in compliance with all Environmental Laws, which includes obtaining and maintaining all applicable Environmental Permits required under such Environmental Laws to carry on the business of the
Loan Parties; 
 (b)    the Loan Parties have not received any written notice (i) that alleges any
of them is in violation of or potentially liable under any Environmental Laws, (ii) that the Loan Parties or any of the Loan Parties’ Real Property is the subject of any claim, investigation, lien, demand, or judicial, administrative or
arbitral proceeding under any Environmental Law or (iii) to revoke or modify any Environmental Permit held by any of the Loan Parties, in each case with respect to clause (i), (ii) and (iii) above, that is not fully
and finally resolved; 
 (c)    there has been no Release of or exposure to Hazardous Materials on, at,
under or from (i) any Real Property or facilities owned, operated or leased by any of the Loan Parties, (ii) any Real Property formerly owned, operated or leased by any Loan Party or (iii) any other location arising out of the conduct
or current or prior operations of the Loan Parties that could, in any such case with respect to clause (i), (ii) or (iii) above, reasonably be expected to require investigation, remedial activity or corrective action or
cleanup or would reasonably be expected to result in the Loan Parties incurring Environmental Liability; and 

(d)    none of the Loan Parties is subject to any Environmental Liability and, to the knowledge of the
Borrower, there are no facts, circumstances or conditions arising out of or relating to the operations of the Loan Parties or Real Property or facilities owned, operated or leased by any of the Loan Parties or Real Property or facilities formerly
owned, operated or leased by the Loan Parties, that would reasonably be expected to result in the Loan Parties incurring Environmental Liability. 

  
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 Section 5.09.    Taxes. Each of the Loan Parties and their
Subsidiaries have filed when due (taking into account timely and valid extensions) all federal Tax returns and all other material Tax returns required under applicable Law to be filed with any Governmental Authority, and have paid all Taxes shown as
due and payable on such Tax returns or otherwise due and payable, except those which are being contested in good faith and for which adequate reserves have been established in accordance with the GAAP, where such contest operates to suspend
enforcement of any Lien securing the obligation to pay such Tax. No Tax deficiency or assessment has been threatened in writing or, to the knowledge of the Loan Parties, made by any Governmental Authority against the Loan Parties. 

Section 5.10.    ERISA Compliance. 

(a)    As of the Closing Date, no Loan Party nor any ERISA Affiliate maintains of contributes to, or has any obligation
under, any Plan other than those identified on Schedule 5.10. 
 (b)    Except as would not, either 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. 

(c)    (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) neither any Loan Party,
Restricted Subsidiary nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due under Section 4007 of ERISA); (iii) neither
any Loan Party, Restricted Subsidiary 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 of ERISA with respect to a Multiemployer Plan; (iv) neither any Loan Party, Restricted Subsidiary nor any ERISA Affiliate has engaged in a transaction that would-be subject to
Sections 4069 or 4212(c) of ERISA and (v) the present value of all accumulated benefit obligations under all Pension Plans (based on assumptions used for purposes of statement of Financial Accounting Standards No. 87) did not, as of
the most recent valuation date, exceed the fair market value of the assets of such Pension Plans, in the aggregate; except, with respect to each of the foregoing clauses of this Section 5.10(c), as would not reasonably be
expected, individually or in the aggregate, to result in a Material Adverse Effect. 
 (d)    With respect to each
Foreign Plan, none of the following events or conditions exists and is continuing that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect: (i) substantial
non-compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders; (ii) failure to be maintained, where required, in good standing with
applicable regulatory authorities; (iii) any obligation of a Loan Party or its Restricted Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any Foreign Plan; (iv) any Lien on the property of a
Loan Party or its Restricted Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding a Foreign Plan; (v) for each Foreign Plan that is a funded or insured plan, failure to be funded or insured on an
ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities); (vi)
any facts that, to the best knowledge of the Loan Party or any of its Restricted Subsidiaries, exist that would reasonably be expected to give rise to a dispute and any pending or threatened disputes that, to the best knowledge of the Loan Party or
any of its Restricted Subsidiaries, would reasonably be expected to result in a material liability to the Loan Party or any of its Restricted Subsidiaries concerning the assets of any Foreign Plan (other than individual claims for the payment of
benefits); and (vii) failure to make all contributions in a timely manner to the extent required by applicable non-U.S. law (each of the events described in clauses (i) through (vii)
hereof are hereinafter referred to as a “Foreign Plan Event”). 

  
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 Section 5.11.    Use of Proceeds. 

(a)    The proceeds of the Initial Term Loans will be used on the Closing Date as follows: 

(i)     first, a portion of the proceeds of the Initial Term Loans in an amount necessary to effect
the Refinancing will be used to effect the Refinancing, 
 (ii)    second, a portion of the
proceeds of the Initial Term Loans in an amount necessary to effect the Redemption, assuming no conversion of the 2019 Notes after the Closing Date (the “Redemption Proceeds”), shall be deposited into a bank account subject to a
Control Agreement pending completion of the Redemption (the “Redemption Account”), and 

(iii)    third, the remaining proceeds of the Initial Term Loans will be used to pay costs and
expenses relating to the Transactions. 
 The Redemption Proceeds will be used on the redemption date set forth in the Redemption Notice
(the “Redemption Date”) to effect the Redemption. To the extent that all or any portion of the Redemption Proceeds are not used to effect the Redemption as a result of conversions of 2019 Notes into common stock of the Borrower
(such unused Redemption Proceeds, the “Remaining Term Loan Proceeds”), such Remaining Term Loan Proceeds may be used by the Borrower during the period following the Redemption Date to and including December 31, 2017, to
repurchase common stock of the Borrower pursuant to Section 7.06(c); provided that, from the Closing Date until the Redemption Date, any Remaining Term Loan Proceeds shall remain deposited in the Redemption Account. Following the
Redemption Date, any Remaining Term Loan Proceeds may be transferred to any other deposit account of the Borrower or its Restricted Subsidiaries, subject to compliance with the Collateral and Guarantee Requirement. Any Remaining Term Loan Proceeds
not used to repurchase common stock pursuant to Section 7.06(c) may be used following the Redemption Date for general corporate purposes of the Borrower and its Restricted Subsidiaries (including for capital expenditures, acquisitions,
working capital and/or purchase price adjustments, the payment of transaction fees and expenses, other investments and other purposes not prohibited by the Loan Documents). 

(b)    The proceeds of Revolving Credit Loans will be used for working capital, capital expenditures and for other general
corporate purposes of the Borrower and its restricted Subsidiaries (including for capital expenditures, acquisitions, working capital and/or purchase price adjustments, the payment of transaction fees and expenses, other investments and other
purposes not prohibited by the Loan Documents). 
 Section 5.12.    Margin Regulations; Investment Company
Act. 
 (a)    The Borrower is not engaged and will not engage, principally or as one of its important activities, in
the business of purchasing or carrying Margin Stock except as permitted by Regulation T with respect to proprietary accounts of the BD Subsidiary for the benefit of bona fide third parties, or extending credit for the purpose of purchasing or
carrying Margin Stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation T, U or X of the Board of Governors of the United States Federal Reserve System. 

(b)    No Consolidated Party is or is required to be registered as an “investment company” under the Investment
Company Act of 1940. 

  
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 Section 5.13.    Disclosure. No report, financial statement,
certificate or other written information furnished by or on behalf of any Loan Party (other than projected financial information, pro forma financial information, budgets, estimates and information of a general economic or industry nature) to
any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (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 (when taken as a whole), in the light of the circumstances under which they were made, not materially misleading. With
respect to projected financial information, the Borrower represents that such information was prepared in good faith based upon assumptions believed to be reasonable at the time such information was furnished, it being understood that such projected
financial information is not to be viewed as facts or as a guarantee of performance or achievement of any particular results and that actual results may vary from such forecasts and that such variations may be material and that no assurance can be
given that the projected results will be realized. 
 Section 5.14.    Labor Matters. As of the Closing
Date, except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any Consolidated Party pending or, to the knowledge of the Borrower, threatened;
(b) hours worked by and payment made to employees of any Consolidated Party have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with such matters; and (c) all payments due from any Consolidated
Party on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant party. 

Section 5.15.    Intellectual Property; Licenses, Etc. The Consolidated Parties own, without restriction, free
and clear of all Liens other than Liens permitted by Section 7.01, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses,
technology, software, know-how, database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their
respective businesses as currently conducted, except to the extent the absence of such IP Rights or the existence of such Liens permitted by Section 7.01, in each case, either individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, no IP Rights, advertising, product, process, method, substance, part or other material used by any Loan Party or any of the Restricted Subsidiaries in the
operation of their respective businesses as currently conducted infringes upon any rights held by any Person except for such infringements, individually or in the aggregate, which would not reasonably be expected to have a Material Adverse Effect.
No claim or litigation regarding any IP Rights, is pending or, to the knowledge of the Borrower, threatened against any Loan Party or any of the Restricted Subsidiaries, which, either individually or in the aggregate, would reasonably be expected to
have a Material Adverse Effect. 
 Section 5.16.    Solvency. On the Closing Date, after giving effect to
the Transactions and the incurrence of the Indebtedness and obligations being incurred in connection with this Agreement and the Transactions, the Borrower and its Restricted Subsidiaries, taken as a whole, are Solvent. 

Section 5.17.    USA Patriot Act; OFAC; FCPA. 

(a)    To the extent applicable, each of the Borrower and its Subsidiaries is in compliance, in all material respects, with
(i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or
executive order relating thereto and (ii) the USA Patriot Act. 

  
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 (b)    None of the Borrower or any of its Subsidiaries nor, to the knowledge
of the Borrower, any director or officer of any of the foregoing, (i) is a Designated Person or (ii) is the subject or target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department
(“OFAC”) or any other relevant U.S. or foreign Governmental Authority which administers applicable economic or financial sanctions; and the Borrower will not use the proceeds of the Loans or otherwise make available such proceeds to
any Person, for the purpose of financing the activities of any Person who is the subject or target of any U.S. sanctions administered by OFAC or such other relevant Governmental Authority, to the extent prohibited by U.S. sanctions administered by
OFAC or such other relevant Governmental Authority. 
 (c)    No part of the proceeds of the Loans will be used,
directly or, to the knowledge of the Borrower, 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. 

Section 5.18.    Security Documents. Except as otherwise contemplated hereby or under any other Loan
Documents, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to Administrative Agent of any Pledged Debt and any
Pledged Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, a legal, valid, enforceable and first-priority perfected Lien
on all right, title and interest of the respective Loan Parties in the Collateral described therein subject to the Enforcement Qualifications (other than clause (ii) of the definition thereof) and Liens permitted by
Section 7.01. 
 Notwithstanding anything herein (including this Section 5.18) or in any
other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the pledge or creation of any security interest, or the effects of perfection or
non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and
Guarantee Requirement or (B) on the Closing Date and until required pursuant to Section 6.13 or 4.01(a)(iv), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(iv). 

Section 5.19.    Senior Indebtedness. The Obligations constitute “Senior Indebtedness” (or any
comparable term) under and as defined in the documentation governing any Indebtedness that is subordinated in right of payment to the Obligations. 

Section 5.20.    Regulated Entities. 

(a)    None of any Loan Party, any Person controlling any Loan Party, or any Subsidiary of any Loan Party,
is subject to regulation under the Federal Power Act, the Interstate Commerce Act, any state public utilities code, or any other federal or state statute, rule or regulation limiting its ability to incur Indebtedness, pledge its assets or perform
its obligations under the Loan Documents. 
 (b)    The BD Subsidiary and any other Domestic Subsidiary
that is engaged in providing broker-dealer services and is not otherwise exempt or excluded from a registration requirement is a member in good standing of FINRA and is duly registered (i) as a broker-dealer with the SEC, (ii) in each
state where the conduct of its broker-dealer business requires such registration and (iii) with each other applicable governing body where the conduct of its broker-dealer 

  
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business requires such registration. No Loan Party is subject to regulation under any Law (other than Regulation X of the Federal Reserve Board) that prohibits its borrowing of the Loans under
the provisions hereof. 
 (c)    The BD Subsidiary and any other Domestic Subsidiary that is engaged in
providing broker-dealer services is a broker and dealer subject to the provisions of Regulation T of the Federal Reserve Board and does not extend or maintain credit to or for its customers within the meaning Regulation T of the Federal Reserve
Board. 
 (d)    The Advisory Services Subsidiary and any other Domestic Subsidiary that is engaged in
providing investment advisory services and is not otherwise exempt or excluded from a registration requirement is duly registered (i) under the Investment Advisers Act as an investment adviser and is thus not required to be registered as an
investment adviser in the various states and (ii) with each other applicable governing body where the conduct of its investment advisory business request such registration. 

Section 5.21.    Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to the
Transactions), no Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.21, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such Subsidiaries have
been validly issued and are fully paid and all Equity Interests owned by a Loan Party in such Subsidiaries (other than Immaterial Subsidiaries) are owned free and clear of all Liens except (i) those created under the Collateral Documents and
(ii) any Lien that is permitted under Section 7.01. As of the Closing Date, Sections 1(a), 2(a) and 4 of the Perfection Certificate (a) set forth the name and jurisdiction of each Domestic Subsidiary that is a
Loan Party and (b) set forth the ownership interest of the Borrower and any Subsidiary Guarantor in each wholly owned Subsidiary (other than Immaterial Subsidiaries), including the percentage of such ownership. 

ARTICLE VI 

AFFIRMATIVE COVENANTS 

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations not yet due
and owing and obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of
the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place), then after the Closing Date, the Borrower shall and shall cause its Restricted
Subsidiaries to: 
 Section 6.01.    Financial Statements. 

(a)    Deliver to the Administrative Agent for prompt further distribution to each Lender, within 90 days after the end of
each fiscal year, (i) audited financial statements including balance sheets, statements of income and cash flows of the Borrower and its Subsidiaries, on a consolidated basis (reflecting the adjustments necessary to eliminate the accounts of
Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such financial statements), and setting forth in comparative form the corresponding figures as of the end of and for the preceding fiscal year and prepared in accordance
with GAAP (together with, in all cases, customary management discussion and analysis), accompanied by a report and opinion of an 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” explanatory language (other than 

  
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solely as a result of the debt maturity of any Obligations within the next 90 days) or any qualification or exception as to the scope of such audit, (ii) the number of Investment Advisers
engaged by the Borrower or its Subsidiaries as of the end of such fiscal year and (iii) the AUM as of the end of such fiscal year; and 

(b)    Deliver to the Administrative Agent for prompt further distribution to each Lender, within 45 days after the end of
each of the first three fiscal quarters of each fiscal year of the Borrower, unaudited financial statements (to include balance sheets, statements of income, and cash flows) of the Borrower and its Subsidiaries, on a consolidated basis (reflecting
the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such financial statements), and setting forth, starting with the fiscal quarter ending June 30, 2017, in
comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year (together with, in all cases, customary management discussion and analysis), all in reasonable
detail and prepared in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes , certified by a Responsible Officer of the Borrower as fairly presenting in all
material respects the financial condition, results of operations and cash flows of the Consolidated Parties in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of
footnotes, (iii) the number of Investment Advisers engaged by the Borrower or its Subsidiaries as of the end of such fiscal quarter and (iv) the AUM as of the end of such fiscal quarter. 

Documents required to be delivered pursuant to Sections 6.01 and 6.02(a) through (d) may be
delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the website on the Internet at the website address listed on
Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks or another relevant 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 the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and, upon
request by the Administrative Agent, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to
provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent (which may be electronic copies delivered via electronic mail). Each Lender shall be solely responsible for timely
accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. 

(c)    The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to
the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower 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 and who may
be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower or its Subsidiaries is the issuer of any outstanding debt or equity securities that
are registered or issued pursuant to a private offering it will (and at any time it may) identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower 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; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to
have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any Material Non-Public Information (although it may be sensitive and
proprietary) (provided, however, that to the extent such Borrower Materials constitute 

  
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Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a
portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion
of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”; provided, however, that the following
Borrower Materials shall be deemed to be marked “PUBLIC” unless the Borrower notifies the Administrative Agent promptly that any such document contains Material Non-Public Information: (1) the
Loan Documents, (2) any notification of changes in the terms of the Facilities and (3) all information delivered pursuant to Sections 6.01(a), 6.01(b), 6.02(a) and 6.02(d)(i). Notwithstanding anything herein to
the contrary, unless the Borrower otherwise notifies the Administrative Agent, the list of Disqualified Lenders does not constitute Material Non-Public Information and shall be posted promptly to all Lenders.

 Section 6.02.    Certificates; Other Information. Deliver to the Administrative Agent for prompt further
distribution to each Lender: 
 (a)    no later than five days after the delivery of the financial statements referred
to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; 

(b)    promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and
registration statements that the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement to the extent that such registration statement, in the form it
became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the
Administrative Agent pursuant to any other clause of this Section 6.02; 
 (c)    upon written
request of the Administrative Agent, copies of (i) each Schedule B (Actuarial Information) to the annual report (form 5500 Series) filed by any Loan Party, Restricted Subsidiaries or ERISA Affiliate with respect to any Pension Plan,
(ii) all notices received by any Loan Party, Restricted Subsidiary or ERISA Affiliate from a Multiemployer Plan sponsor or ERISA Affiliate concerning an ERISA Event, and (iii) copies of such other documents or government reports or filings
relating to any Pension Plan as the Administrative Agent may reasonably request; 
 (d)    together with the delivery of
each Compliance Certificate pursuant to Section 6.02(a), (i) a description of each event, condition or circumstance during the last fiscal quarter or fiscal year covered by such Compliance Certificate requiring a
mandatory prepayment under Section 2.05(b)(ii) or (b)(iii) and (ii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the
date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity or status as a Restricted Subsidiary or Unrestricted Subsidiary of any such Subsidiaries since the Closing Date or the most recent list
provided); 
 (e)    promptly after the furnishing thereof, copies of any material written notices received by any Loan
Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted
Subsidiaries pursuant to the terms of any documentation for Indebtedness of the type permitted to be incurred under Section 7.03(r), in each case, in a principal amount in excess of the Threshold Amount and not otherwise required to be
furnished to the Lenders pursuant to any other clause of Section 6.01, 6.02 or 6.03; 

  
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 (f)    promptly after the furnishing thereof, copies of all “Focus- Part
II” materials provided to, or any other material filing with, the SEC, in each case, pursuant to Rule 17a-5 under Section 17 of the Exchange Act; and 

(g)    promptly, such additional information regarding the business, legal, financial or corporate affairs of the Loan
Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. 

In no event shall the requirements set forth in Section 6.02(e) require any Consolidated Party to provide any such
information that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the
Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product. 

Section 6.03.    Notices. Promptly after a Responsible Officer of the Borrower has obtained knowledge thereof,
notify the Administrative Agent: 
 (a)    of the occurrence of any Default or Event of Default; 

(b)    of the occurrence of a Foreign Plan Event that would reasonably be expected to result in a Material Adverse Effect
or an ERISA Event that would reasonably be expected to result in a Material Adverse Effect; 
 (c)    of the filing or
commencement of, or any threat or notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity, by or before any Governmental Authority against any Consolidated Party that would
reasonably be expected to result in a Material Adverse Effect; 
 (d)    the making of any notification to the SEC
required pursuant to Rule 17a-11 under Section 17 of the Exchange Act; and 

(e)    of the occurrence of any other matter or development that has had or would reasonably be expected to have a
Material Adverse Effect. 
 Each notice pursuant to this Section 6.03 shall be accompanied by a written statement
of a Responsible Officer of the Borrower delivered to the Administrative Agent for prompt further distribution to each Lender (x) that such notice is being delivered pursuant to Section 6.03(a), (b), (c)
or (d) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. 

Section 6.04.    Payment of Taxes. Pay, discharge or otherwise satisfy as the same shall become due and
payable in the normal conduct of its business, all of its obligations and liabilities in respect of Taxes and similar claims imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent any such
Tax is being contested in good faith by appropriate proceedings, with respect to which appropriate reserves have been established in accordance with GAAP and such contest operates to suspend the enforcement of any Lien securing such obligation. 


  
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 Section 6.05.    Preservation of Existence, Etc. 

(a)    Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its
organization; and 
 (b)    take all reasonable action to maintain all rights, privileges (including its good standing
where applicable in the relevant jurisdiction), permits, licenses and franchises necessary or desirable in the normal conduct of its business and maintain and operate such business in substantially the manner in which it is presently conducted and
operated, except, in the case of Section 6.05(a) (other than with respect to the Borrower) or this Section 6.05(b), to the extent (i) that failure to do so would not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect or (ii) pursuant to any merger, consolidation, liquidation, dissolution or Disposition permitted by Article VII. 

Section 6.06.    Maintenance of Properties; Intellectual Property. Except if the failure to do so would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, maintain, preserve and protect (a) all of its material properties and equipment necessary in the operation of its business in good working order,
repair and condition, ordinary wear and tear excepted and fire, casualty or condemnation excepted and (b) all of its IP Rights that are reasonably necessary for the operation of its business as currently conducted. 

Section 6.07.    Maintenance of Insurance. Maintain with insurance companies that the Borrower believes (in
the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its properties and business against loss or damage of the kinds customarily insured
against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and its
Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons. Not later than 90 days after the Closing Date (or the date any such insurance is obtained, in the case of insurance obtained after the Closing
Date), each such policy of insurance (other than business interruption insurance, director and officer insurance and worker’s compensation insurance) shall as appropriate (i) name the Administrative Agent as additional insured thereunder
or (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Lenders, as loss payee thereunder. If the improvements on any Mortgaged Property are at
any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968
(as now or hereafter in effect or successor act thereto), then, to the extent required by applicable Flood Insurance Laws, the Borrower shall, or shall cause each Loan Party to, (i) maintain, or cause to be maintained, with a financially sound
and reputable insurer, flood insurance on terms reasonably satisfactory to the Agents and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) upon the reasonable
request of the Administrative Agent, deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent. 

Section 6.08.    Compliance with Laws. (a) Comply with the requirements of all Laws (other than Laws
referred to in clause (b) hereof), orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith would not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect, and (b) comply with Anti-Money Laundering Laws, Anti-Corruption Laws or Sanctions Laws or Regulations. None of the Borrower or any of its Subsidiaries nor, to the knowledge of the Borrower, any director or officer of
any of the foregoing, (i) is a Designated Person or (ii) is the subject or target of any U.S. sanctions administered by OFAC. 

  
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 Section 6.09.    Books and Records. 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 and which reflect all material financial transactions and matters involving the assets and business of each Consolidated
Party (it being understood and agreed that certain Foreign Subsidiaries maintain individual books and records in conformity with general accepted accounting principles in their respective countries of organization and that such maintenance shall not
constitute a breach of the representations, warranties or covenants hereunder). 
 Section 6.10.    Inspection
Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts
therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at
such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that only the Administrative Agent on behalf of the Lenders may exercise rights of the
Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year and such time shall be at the Borrower’s
expense; provided, further, that during the continuation of an Event of Default, the Administrative Agent (or any of its respective representatives or independent contractors), on behalf of the Lenders, may do any of the foregoing at
the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public
accountants. Notwithstanding anything to the contrary in this Section 6.10, no Consolidated Party will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any
document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which access
or inspection by, or disclosure to, the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) is subject to attorney-client or similar privilege or
constitutes attorney work product. 
 Section 6.11.    Additional Collateral; Additional Guarantors. At the
Borrower’s expense, subject to the terms, conditions and provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative
Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including: 
 (a)    Upon the
formation or acquisition of any new direct or indirect Material Domestic Subsidiary (in each case, other than (x) an Excluded Subsidiary or (y) a Material Domestic Subsidiary in which the Borrower owns, directly or indirectly, less than
75% of the aggregate voting power represented by the issued and outstanding Equity Interests of such Material Domestic Subsidiary (any such subsidiary, a “Majority Owned Excluded Subsidiary”)) by any Loan Party or the designation in
accordance with Section 6.14 of any existing direct or indirect Material Domestic Subsidiary as a Restricted Subsidiary (in each case, other than an Excluded Subsidiary) or any Subsidiary becoming a Material Domestic
Subsidiary (in each case, other than an Excluded Subsidiary or a Majority Owned 

  
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Excluded Subsidiary); provided that no Majority Owned Excluded Subsidiary shall guarantee any third party Indebtedness for borrowed money unless such Majority Owned Excluded Subsidiary
becomes a Guarantor hereunder: 
 (i)    within 60 days after such formation, acquisition or designation,
or such longer period as the Administrative Agent may agree in writing in its discretion: 
 (A)    cause
each such Material Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent, other than with respect to any Excluded Assets, joinders to
this Agreement as Guarantors, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents as reasonably requested by and in form and substance reasonably satisfactory to the Administrative
Agent (consistent with the Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement; 

(B)    cause each such Material Domestic Subsidiary that is required to become a Guarantor pursuant to the
Collateral and Guarantee Requirement (and the parent of each such Domestic Subsidiary that is a Guarantor) to deliver to the Administrative Agent any and all certificates representing Equity Interests (to the extent certificated) that are required
to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank; 

(C)    take and cause such Material Domestic Subsidiary that is required to become a Guarantor pursuant to
the Collateral and Guarantee Requirement and each direct or indirect parent of such Material Domestic Subsidiary to take whatever action (including the recording of Mortgages, the filing of UCC financing statements and delivery of stock and
membership interest certificates) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and perfected Liens to the
extent required by the Collateral and Guarantee Requirement, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement; 

(ii)    if reasonably requested by the Administrative Agent, deliver to the Administrative Agent a signed
copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the
Administrative Agent may reasonably request; 
 (iii)    within 60 days after the request therefor by the
Administrative Agent (or such longer period as the Administrative Agent may agree in writing in its discretion), deliver to the Administrative Agent with respect to each Material Real Property, (A) copies of title reports, abstracts or
environmental assessment reports, each in form and substance reasonably satisfactory to the Administrative Agent, and (B) a completed Life-of-Loan Federal Emergency
Management Agency Standard Flood Hazard Determination and related notice consistent with the Collateral and Guarantee Requirement and, if necessary, evidence of flood insurance in compliance with the last sentence of
Section 6.07; provided, however, that there shall be no obligation to deliver to the Administrative Agent any environmental assessment report whose disclosure to the Administrative Agent would require the
consent of a Person other than the Borrower or one of its Subsidiaries if such consent cannot be reasonably obtained through commercially reasonable and diligent effort; and 

(iv)    if reasonably requested by the Administrative Agent, within 75 days after such request (or such
longer period as the Administrative Agent may agree in writing in its discretion), deliver to the Administrative Agent other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and
existence of security interests with respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement, but not specifically covered by the preceding clause (i),
(ii) or (iii) or Section 6.11(b) below. 

  
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 (b)    Following the acquisition by any Loan Party of Material Real Property
(or such longer period as the Administrative Agent may agree in writing in its discretion) that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement, which property would not be automatically subject to
another Lien pursuant to pre-existing Collateral Documents, (a) not later than 60 days after such acquisition, cause the Borrower to deliver to the Agents a completed Life-of-Loan Federal Emergency Management Agency Standard Flood Hazard Determination and related notice consistent with the Collateral and Guarantee Requirement with respect to such Material Real Property
and, if necessary, evidence of flood insurance in compliance with the last sentence of Section 6.07, and (b) not later than 90 days after such acquisition, cause such property to be subject to a Lien and Mortgage in
favor of the Collateral Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien,
in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement. 

Section 6.12.    Compliance with Environmental Laws. Except, in each case, to the extent that the failure to
do so would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, (i) comply, and take all reasonable actions to cause all lessees and other Persons operating or occupying its Real Property to
comply, with all applicable Environmental Laws and Environmental Permits; (ii) obtain and renew all Environmental Permits necessary for its operations and Real Property; and (iii) in each case to the extent the Consolidated Parties are
required by Environmental Laws or a Governmental Authority, conduct any assessment, investigation, remedial or other corrective action necessary to address Hazardous Materials at any Real Property in accordance with applicable Environmental Laws.

 Section 6.13.    Further Assurances; Post-Closing Obligations. 

(a)    Promptly upon reasonable written request by the Administrative Agent (i) correct any material defect or error
that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments
as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents, to the extent required pursuant to the Collateral and Guarantee Requirement and subject in all
respects to the limitations therein. If the Administrative Agent reasonably determines that it is required by applicable Law to have appraisals prepared in respect of the Real Property of any Loan Party subject to a mortgage constituting Collateral,
the Borrower shall promptly provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA. 

(b)    Execute and deliver the documents and complete the tasks set forth on Schedule 6.13(b), in each case within
the time limits specified therein (or such longer period of time reasonably acceptable to the Administrative Agent). 

Section 6.14.    Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate
any Restricted Subsidiary of the Borrower (other than the BD Subsidiary or the Advisory Services Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before
and after such designation (A) the Consolidated Total 

  
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Net Leverage Ratio (determined on a Pro Forma Basis) is no more than 4.50 to 1.00 and (B) no Default or Event of Default shall have occurred and be continuing, both immediately prior to and
immediately following such designation, (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Indebtedness for borrowed money with
an outstanding principal amount in excess of the Threshold Amount or any Junior Financing, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and
(iv) no Unrestricted Subsidiary may be designated as a Restricted Subsidiary if, after such designation, it would not be in compliance with the covenants set forth in Sections 7.01, 7.02 and 7.03. The designation of any
Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s Investment therein. The designation
of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness and Liens of such Subsidiary existing at such time and (ii) a Return on any Investment
by the Borrower in such Unrestricted Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s Investment in such Subsidiary. 

Section 6.15.    Maintenance of Ratings. Use commercially reasonable efforts to maintain (i) a public
corporate credit rating (but not any specific rating) from S&P and a public corporate family rating (but not any specific rating) from Moody’s, in each case in respect of the Borrower, and (ii) a public rating (but not any specific
rating) in respect of the Initial Term Loans and the Revolving Credit Facility from each of S&P and Moody’s. 

Section 6.16.    Use of Proceeds. (a) Use the proceeds of the Initial Term Loans on the Closing Date as
follows: 
 (i)     first, a portion of the proceeds of the Initial Term Loans in an amount
necessary to effect the Refinancing will be used to effect the Refinancing, 
 (ii)    second, the
Redemption Proceeds will be deposited into the Redemption Account pending completion of the Redemption, and 

(iii)    third, the remaining proceeds of the Initial Term Loans will be used to pay costs and
expenses relating to the Transactions. 
 The Redemption Proceeds will be used on the Redemption Date to effect the Redemption. Any
Remaining Term Loan Proceeds may be used by the Borrower during the period following the Redemption Date to and including December 31, 2017, to repurchase common stock of the Borrower pursuant to Section 7.06(c); provided,
however, that from the Closing Date until the Redemption Date, any Remaining Term Loan Proceeds shall remain deposited in the Redemption Account. Following the Redemption Date, any Remaining Term Loan Proceeds may be transferred to any other
deposit account of the Borrower or its Restricted Subsidiaries, subject to compliance with the Collateral and Guarantee Requirement. Any Remaining Term Loan Proceeds not used to repurchase common stock pursuant to Section 7.06(c) may be used
following the Redemption Date for general corporate purposes of the Borrower and its Restricted Subsidiaries (including for capital expenditures, acquisitions, working capital and/or purchase price adjustments, the payment of transaction fees and
expenses, other investments and other purposes not prohibited by the Loan Documents). 
 (b)    Use the proceeds of
Revolving Credit Loans only for working capital, capital expenditures and other general corporate purposes of the Borrower and its Restricted Subsidiaries (including for capital expenditures, acquisitions, working capital and/or purchase price
adjustments, the 

  
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payment of transaction fees and expenses, other investments and other purposes not prohibited by the Loan Documents); provided that no Revolving Credit Loans shall be made under the
Revolving Credit Facility on the Closing Date. 
 (c)    The Borrower will not use the proceeds of the Loans or
otherwise make available such proceeds to any Person (i) for the purpose of financing the activities of any Person who is the subject or target of any U.S. sanctions administered by OFAC or such other relevant Governmental Authority, to the
extent prohibited by U.S. sanctions administered by OFAC or such other relevant Governmental Authority, or otherwise in violation of any Sanctions Laws or Regulations, or (ii) to, directly or, to the knowledge of the Borrower, indirectly, make
any payments to any governmental officer 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. 

Section 6.17.    Lender Calls. With respect to each fiscal year for which financial statements have been
delivered pursuant to Section 6.01(a) (or if requested by the Administrative Agent, with respect to any fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(b)), upon reasonable prior notice given
to the Administrative Agent, the Borrower shall hold a telephonic meeting with all Lenders who choose to participate in such meeting, during which the financial results of the Consolidated Parties shall be reviewed for, and as of the last day of,
such fiscal period. 
 Section 6.18.    Employee Benefits. Do, and cause each ERISA Affiliate to do each of
the following: (a) maintain each Plan in compliance with the applicable provisions of ERISA, the Code and other United States federal or state law; (b) cause each Plan that is qualified under Section 401(a) of the Code to maintain such
qualification; and (c) make all required contributions to any Plan subject to Section 412 of the Code. 
 ARTICLE VII 

NEGATIVE COVENANTS 

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligations hereunder (other than contingent obligations as to
which no claim has been asserted and obligations under Treasury Services Agreements or Secured Hedge Agreements) or any Letter of Credit remaining outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash
Collateralized, back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer), then from and after the Closing Date, the
Borrower shall not and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 

Section 7.01.    Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”): 

(a)    Liens (i) created pursuant to any Loan Document and (ii) on the Collateral securing Cash Management
Obligations incurred pursuant to Section 7.03(l) and other Secured Obligations; 

(b)    Liens existing on the Closing Date and listed on Schedule 7.01(b); 

  
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 (c)    Liens for Taxes, assessments or governmental charges that are not yet
overdue or that are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; 

(d)    statutory or common law Liens of landlords, sub-landlords, carriers,
warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens, so long as, in each case, such Liens 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 actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; 

(e)    (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation,
unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of
credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to any Consolidated Party; 

(f)    pledges or deposits to secure the performance of bids, trade contracts, utilities, governmental contracts and
leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations)
incurred in the ordinary course of business; 
 (g)    easements, rights-of-way, building codes, restrictions (including zoning restrictions), encroachments, licenses, protrusions and other similar encumbrances and minor title defects, in each case affecting Real Property
and that do not in the aggregate materially interfere with the ordinary conduct of the business of the Consolidated Parties, taken as a whole, and any exceptions on the Mortgage Policies issued in connection with the Mortgaged Properties; 

(h)    Liens (i) securing judgments for the payment of money not constituting an Event of Default under
Section 8.01(g), (ii) arising out of judgments or awards against any Consolidated Party with respect to which an appeal or other proceeding for review is then being pursued and for which adequate reserves have been made
with respect thereto on the books of the applicable Person in accordance with GAAP and (iii) notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings for which adequate
reserves have been made with respect thereto on the books of the applicable Person in accordance with GAAP; 

(i)    leases, licenses, subleases or sublicenses (including the provision of software or the licensing of other
intellectual property rights) and terminations thereof, in each case granted to others in the ordinary course of business and which (i) do not interfere in any material respect with the business of the Consolidated Parties, taken as a whole,
(ii) do not secure any Indebtedness and (iii) are permitted by Section 7.05(g); 

(j)    Liens (i) 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 in the ordinary course of business or (ii) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’
acceptances or letters of credit issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business; 

  
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 (k)    Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) encumbering initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other
brokerage accounts incurred in the ordinary course of business, (iii) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained
with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and
conditions, and (iv) that are contractual rights of setoff or rights of pledge relating to (A) purchase orders and other agreements entered into with customers of Borrower or any of its Restricted Subsidiaries in the ordinary course of
business or (B) pooled deposit or sweep accounts of Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted
Subsidiaries; 
 (l)    Liens (i) on cash advances in favor of the seller of any property to be acquired in an
Investment permitted pursuant to Section 7.02, to be applied against the purchase price for such Investment, or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under
Section 7.05, 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; 

(m)    Liens in favor of the Borrower or any Subsidiary Guarantor; 

(n)    any interest or title of a lessor, sub-lessor, licensor or sub-licensor under leases, subleases, licenses or sublicenses entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; 

(o)    Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods
entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business permitted by this Agreement; 

(p)    Liens deemed to exist in connection with Investments in repurchase agreements under
Section 7.02(a); 
 (q)    [reserved]; 

(r)    Liens that are contractual rights of set-off or rights of pledge relating
to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; 

(s)    Liens solely on any cash earnest money deposits made by the Borrower or any of its Restricted Subsidiaries in
connection with any letter of intent or purchase agreement permitted hereunder; 
 (t)    ground leases in respect of
Real Property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located; 

(u)    Liens to secure Indebtedness permitted under Section 7.03(e); provided that (i) such Liens are
incurred within 270 days of the acquisition, construction, repair, lease or improvement of the property subject to such Liens, (ii) such Liens do not at any time encumber property (except for replacements, additions and accessions to such
property) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets
(except for 

  
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replacements, additions and accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits;
provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; 

(v)    Liens on property of any Restricted Subsidiary that is not a Loan Party securing Indebtedness permitted under
Section 7.03 of Restricted Subsidiaries that are not Loan Parties; 
 (w)    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 (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in
each case after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary to the extent such Equity Interests are owned by the Borrower or any Subsidiary Guarantor); provided that
(i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds, products and accessions
thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, 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 (iii) the Indebtedness
secured thereby is permitted under Section 7.03(g)(i); 
 (x)    (i) zoning, building,
entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or
regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole; 

(y)    Liens arising from precautionary Uniform Commercial Code financing statement or similar filings securing
obligations permitted to be incurred on a secured basis under Section 7.03 and elsewhere under this Section 7.01; 

(z)    Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

 (aa)    the modification, replacement, renewal or extension of any Lien permitted by
Section 7.01(b), (u) or (w); provided that (i) the 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 (ii) the renewal, extension, restructuring or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03 (to the
extent constituting Indebtedness); 
 (bb)    Liens with respect to property or assets of the Borrower or any of its
Restricted Subsidiaries securing obligations in an aggregate principal amount outstanding at any time not to exceed the greater of $10,000,000 and 10.0% of LTM EBITDA, in each case determined as of the date of incurrence; 

(cc)    Liens on the Collateral securing obligations in respect of Permitted Equal Priority Refinancing Debt or Permitted
Junior Priority Refinancing Debt and Indebtedness permitted pursuant to Section 7.03(r), or securing any Permitted Refinancing in respect of any of the foregoing; 

  
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 (dd)    deposits of cash with the owner or lessor of premises leased and
operated by the Borrower or any of its Restricted Subsidiaries to secure the performance of the Borrower’s or such Restricted Subsidiary’s obligations under the terms of the lease for such premises; and 

(ee)    Liens arising by operation of law in the United States under Article 2 of the UCC in favor of a reclaiming
seller of goods or buyer of goods. 
 Section 7.02.    Investments. Make or hold any Investments, except:

 (a)    Investments by the Borrower or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents
when such Investment was made; 
 (b)    loans or advances to current or former officers, directors, Investment Advisers
and employees of any Loan Party or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and (ii) for any other purposes not described in the
foregoing clause (i) not to exceed $20,000,000 in the aggregate at any time outstanding; 

(c)    Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party, (ii) by any Restricted
Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that (A) no such Investments made pursuant
to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security
Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note and (B) the aggregate amount of
Investments made pursuant to this clause (iii) shall not exceed at any time outstanding the Non-Guarantor Cap (plus the amount of any return in respect thereof, including dividends,
interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts), in each case determined at the time such Investment is made; 

(d)    Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising
from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

 (e)    Investments consisting of transactions permitted under Section 7.01, 7.03 (other
than 7.03(c) and (d)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(e)), 7.06 (other than 7.06(d)) or 7.13; 

(f)    Investments (i) existing or contemplated on the Closing Date and set forth on
Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by the Borrower or any Restricted Subsidiary
in the Borrower or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; 

(g)    Investments in Swap Contracts permitted under Section 7.03(f); 

(h)    promissory notes, securities and other non-cash consideration received in
connection with Dispositions permitted by Section 7.05; 

  
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 (i)    any acquisition by the Borrower or any Restricted Subsidiary (any such
acquisition under this Section 7.02(i), a “Permitted Acquisition”) of all or substantially all the assets of a Person or any Equity Interests in a Person which is in a line of business similar, ancillary, complementary or
related to, or a reasonable extension, development or expansion of, the business conducted by the Borrower and its Restricted Subsidiaries and that becomes a Restricted Subsidiary or division or line of business of a Person (or any subsequent
Investment made in a Person, division or line of business previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) on the date on which the
definitive agreement governing the relevant transaction is executed, (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition (including any Indebtedness to be incurred in connection
therewith), no Event of Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis) is no more than
4.50 to 1.00; (ii) no Event of Default exists at the time of the consummation of such acquisition (limited, in connection with a Limited Condition Transaction, to Defaults or Events of Default pursuant to Sections 8.01(a) and
(f) and any other Default or Event of Default that is a condition to the effectiveness of the Limited Condition Transaction); (iii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except
for Indebtedness otherwise permitted by Section 7.03; (iv) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired pursuant to such purchase or other
acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11; and
(v) the aggregate amount of Investments by Loan Parties pursuant to this Section 7.02(i) in assets (other than Equity Interests) that are not (or do not become at the time of such acquisition) directly owned by a Loan
Party or in Equity Interests of Persons that do not become Loan Parties shall not exceed the greater of $10,000,000 and 10.0% of LTM EBITDA, in each case determined as of the date such Investments are made (plus the amount of any return in respect
thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); 

(j)    [reserved]; 

(k)    Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or
deposit and UCC Article 4 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 or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or
other transfer of title with respect to any secured Investment; 
 (m)    [reserved]; 

(n)    advances of payroll payments to employees in the ordinary course of business; 

(o)    Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of the
Borrower; 
 (p)    Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged,
amalgamated or consolidated into the Borrower or merged, amalgamated or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such


  
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Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger,
amalgamation or consolidation; 
 (q)    Investments in a Person that is or will become a Restricted Subsidiary made by
a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this
Section 7.02; 
 (r)    Investments in deposit accounts, securities accounts and commodities
accounts maintained by the Borrower or any of its Restricted Subsidiaries; 
 (s)    additional Investments, so long as
(x) no Default or Event of Default exists or would result from the making of such Investment and (y) the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis) is no more than 2.75 to 1.00; and 

(t)    additional Investments, so long as no Default or Event of Default exists or would result from the making of such
Investment, in an aggregate amount at any time outstanding, not to exceed (x) the greater of $10,000,000 and 10.0% of LTM EBITDA, in each case determined as of the date such Investments are made, plus, (y) so long as the
Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis) is no more than 4.50 to 1.00, the Available Amount, determined as of the date any such Investment is made. 

To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person that is not a
Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary
that is not a Loan Party, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02
(it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person).

 Section 7.03.    Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: 

(a)    Indebtedness of any Loan Party under the Loan Documents; 

(b)    Indebtedness outstanding on the Closing Date and listed on Schedule 7.03(b), including
the 2019 Notes until (and only until) the Redemption Date; provided that all such Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the
Intercompany Note; 
 (c)    Guarantees by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the
Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting Junior Financing shall be permitted unless such guaranteeing party shall
have also provided a Guarantee of the Obligations on the terms set forth herein, (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at
least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (C) any Guarantee by a Loan Party of Indebtedness of a Restricted Subsidiary that is not a Loan Party shall only be permitted to the extent
constituting an Investment permitted by Section 7.02(c)(iii); 

  
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 (d)    Indebtedness of the Borrower or any Restricted Subsidiary owing to any
Loan Party or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) but only, in
the case of Indebtedness of a non-Loan Party owing to a Loan Party, to the extent constituting an Investment permitted by Section 7.02(c)(iii); provided that (x) no such
Indebtedness owed to a Loan Party shall be evidenced by a promissory note unless such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) the aggregate amount of such
Indebtedness of any non-Loan Party owed to a Loan Party at any time outstanding shall not exceed the Non-Guarantor Cap; 

(e)    Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition,
construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Restricted Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of
the applicable asset in an aggregate amount not to exceed the greater of $25,000,000 and 25.0% of LTM EBITDA, in each case determined as of the date of incurrence, at any time outstanding; 

(f)    Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Restricted
Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes and Guarantees thereof, provided that any such Guarantees by Loan
Parties of such Indebtedness of Restricted Subsidiaries that are not Loan Parties shall only be permitted to the extent constituting an Investment permitted by Section 7.02(c)(iii); 

(g)    Indebtedness of the Borrower or any Restricted Subsidiary (i) assumed in connection with any Permitted
Acquisition (provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition or any Permitted Refinancing thereof) in an aggregate amount not to exceed the greater of $25,000,000 and 25.0% of LTM EBITDA, in each
case determined as of the date of incurrence, at any time outstanding, or (ii) incurred to finance any Permitted Acquisition and that complies with the Applicable Requirements; so long as after giving Pro Forma Effect to such Permitted
Acquisition and the assumption or incurrence of such Indebtedness, as applicable, (A) the Consolidated Total Net Leverage Ratio is no more than 4.50 to 1.00; provided that in the case of clause (ii), (A) such Indebtedness does not
mature prior to the date that is the Latest Maturity Date, or have a Weighted Average Life to Maturity less than the Weighted Average Life to Maturity of any Term Loan outstanding at the time such Indebtedness is incurred or issued and does not
require any scheduled amortization or other scheduled payments of principal prior to the Latest Maturity Date and (B) no Event of Default shall exist or result therefrom (limited, in connection with Indebtedness incurred to finance a Limited
Condition Transaction, to Defaults or Events of Default under Section 8.01(a) and (f) and any other Default or Event of Default that is a condition to the effectiveness of the Limited Condition Transaction); provided,
further, that (x) the only obligors with respect to any Indebtedness incurred pursuant to clause (i) of this paragraph or any Permitted Refinancing of Indebtedness in respect thereof shall be those Persons who were obligors of such
Indebtedness immediately prior to such Permitted Acquisition and (y) any such Indebtedness incurred by Restricted Subsidiaries that are not Loan Parties, when aggregated with the principal amount of all other Indebtedness incurred pursuant to
this Section 7.03(g) or Section 7.03(r) and then outstanding for all such Persons taken together, shall not exceed the greater of $10,000,000 and 10.0% of LTM EBITDA, in each case determined as of the date of incurrence; 

(h)    Indebtedness representing deferred compensation to current or former officers, managers, consultants, directors,
Investment Advisers and employees (including their respective estates, spouses or former spouses) of any Consolidated Party incurred in the ordinary course of business; 

  
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 (i)    Indebtedness consisting of promissory notes issued by the Borrower or
any of its Restricted Subsidiaries to current or former officers, managers, consultants, directors, Investment Advisers and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Rollover Equity
permitted by Section 7.06; 
 (j)    Indebtedness incurred by the Borrower or any of its
Restricted Subsidiaries in a Permitted Acquisition, any other Investment permitted hereunder, merger or any Disposition permitted hereunder, in each case, constituting indemnification obligations or obligations in respect of purchase price
(including earnouts) or other similar adjustments; 
 (k)    Indebtedness consisting of obligations of the Borrower or
any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions or any other Investment permitted hereunder; 

(l)    Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse
arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business and any Guarantees thereof or the honoring by a bank or other financial institution of a check,
draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within 15 Business Days of its incurrence; 

(m)    Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; 

(n)    Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank
guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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 Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; 

(o)    obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and
similar obligations provided by the Borrower or any 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; 
 (p)    Credit Agreement Refinancing Indebtedness; 

(q)    Indebtedness incurred by a Foreign Subsidiary or other Restricted Subsidiary that is not a Loan Party, which, when
aggregated with the principal amount of all other Indebtedness incurred pursuant to this Section 7.03(q) and then outstanding for all such Persons taken together, does not exceed the greater of $10,000,000 and 10.0% of LTM
EBITDA, in each case determined as of the date of incurrence; 
 (r)    Indebtedness of the Borrower or any of its
Restricted Subsidiaries that complies with the Applicable Requirements, so long as no Default or Event of Default (limited, in connection with Indebtedness incurred to finance a Limited Condition Transaction, to Defaults or Events of Default under
Section 8.01(a) and (f) and any other Default or Event of Default that is a condition to the effectiveness of the Limited Condition Transaction) is continuing or would result from the incurrence of such Indebtedness;
provided that any such Indebtedness incurred by Restricted Subsidiaries that are not Loan Parties, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this


  
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Section 7.03(r) and Section 7.03(g) and then outstanding for all such Persons taken together, shall not exceed the greater of $10,000,000 and 10.0% of LTM EBITDA,
in each case determined as of the date of incurrence; provided, further, that: 
 (i)    if
such Indebtedness is secured on a pari passu basis in right of security to the Obligations, the aggregate principal amount of such Indebtedness shall not exceed the sum of (A) an amount equal to $60,000,000 (net of Indebtedness incurred
pursuant to Section 2.14(d)(iii)(A) and Section 7.03(r)(ii)(A)) plus (B) up to an additional amount so long as on and as of the date of such incurrence the Consolidated First Lien Net Leverage Ratio (determined on a Pro
Forma Basis and assuming all previously established and simultaneously established revolving credit facilities under Section 2.14 or this Section 7.03(r)(i) are fully drawn and excluding the cash proceeds of any
borrowing under any such Indebtedness) is no more than 3.30 to 1.00 at the time of incurrence; 

(ii)    if such Indebtedness is secured on a junior basis in right of security to the Obligations or is
unsecured, the aggregate principal amount of such Indebtedness shall not exceed the sum of (A) an amount equal to $60,000,000 (net of Indebtedness incurred pursuant to Section 2.14(d)(iii)(A) and Section 7.03(r)(i)(A)) plus
(B) up to an additional amount so long as on and as of the date of such incurrence (i) if being utilized to incur Indebtedness secured on a junior basis in right of security to the Obligations, the Consolidated Secured Net Leverage Ratio
(determined on a Pro Forma Basis and assuming all previously established and simultaneously established revolving credit facilities under Section 2.14, Section 7.03(r)(i) or this Section 7.03(r)(ii) are fully
drawn and excluding the cash proceeds of any borrowing) is no more than 3.30 to 1.00 at the time of incurrence or (ii) if being utilized to incur unsecured Indebtedness, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis
and assuming all previously established and simultaneously established revolving credit facilities under Section 2.14, Section 7.03(r)(i) or this Section 7.03(r)(ii) are fully drawn and excluding the cash
proceeds of any borrowing) is no more than 4.50 to 1.00 at the time of incurrence; and 
 for purposes of the calculations in this
Section 7.03(r), (A) with respect to any Revolving Credit Commitments, a borrowing of the maximum amount of Loans available thereunder shall be assumed, (B) to the extent the proceeds of any Indebtedness incurred under this Section
7.03(r) are used to repay Indebtedness, Pro Forma Effect shall be given to such repayment of Indebtedness and (C) Indebtedness incurred under clause (i)(A) or (ii)(A) above shall be available at all times and not subject to
any ratio test, whether incurred simultaneously with amounts under clause (i)(B) or (ii)(B) or otherwise; 

(s)    any Permitted Refinancings of Indebtedness incurred pursuant to Section 7.03(b) (other than in respect of
the 2019 Notes), (e), (g), (r), (s), and (u); 
 (t)    all premiums (if any),
interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in Sections 7.03(a) through 7.03(s); and 

(u)    additional unsecured Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in an amount not
to exceed the greater of $10,000,000 and 10.0% of LTM EBITDA, in each case determined as of the date of incurrence, at any time outstanding. 

  
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 Section 7.04.    Fundamental Changes. Merge, dissolve, liquidate,
consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:

 (a)    any Restricted Subsidiary of the Borrower may merge, amalgamate or consolidate with (A) the Borrower
(including a merger the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that the Borrower shall be the continuing or surviving Person or (B) one or more other Restricted Subsidiaries of the Borrower;
provided that when any Person that is a Loan Party is merging with a Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person; 

(b)    (i) any Restricted Subsidiary of the Borrower that is not a Loan Party may merge, amalgamate or consolidate
with or into any other Restricted Subsidiary of the Borrower that is not a Loan Party, (ii) any Restricted Subsidiary of the Borrower may liquidate or dissolve and (iii) any Restricted Subsidiary of the Borrower may change its legal form
if, with respect to clauses (ii) and (iii), the Borrower determines in good faith that such action is in the best interest of the Consolidated Parties and if not materially disadvantageous to the Lenders (it being
understood that in the case of any change in legal form, a Restricted Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); 

(c)    any Restricted Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary
liquidation or otherwise) to the Borrower or to another such Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must be a Subsidiary Guarantor or the Borrower or
(ii) to the extent constituting an Investment or incurrence of Indebtedness, such Investment must be a permitted Investment in, and such Indebtedness must be permitted Indebtedness of, a Restricted Subsidiary that is not a Loan Party in
accordance with Sections 7.02 (other than 7.02(e) or 7.02(h)) and 7.03, respectively; 

(d)    so long as no Default has occurred and is continuing or would result therefrom, the Borrower may merge, amalgamate
or consolidate with any other Person; provided that the Borrower shall be the continuing or surviving corporation; 

(e)    so long as (in the case of a merger involving a Loan Party) no Default has occurred and is continuing or would
result therefrom (limited, in connection with a merger involving a Limited Condition Transaction, to Defaults or Events of Default pursuant to Sections 8.01(a) and (f) and any other Default or Event of Default that is a condition
to the effectiveness of the Limited Condition Transaction), any Restricted Subsidiary of the Borrower may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02;
provided that the continuing or surviving Person shall be (x) a Restricted Subsidiary of the Borrower and (y) a Domestic Subsidiary, which together with each of their Restricted Subsidiaries, shall have complied with the
requirements of Section 6.11 and Section 6.13 to the extent required pursuant to the Collateral and Guarantee Requirement; and 

(f)    so long as no Default has occurred and is continuing or would result therefrom, a merger, dissolution, liquidation,
consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(e)). 

Section 7.05.    Dispositions. Make any Disposition, except: 

(a)    Dispositions of obsolete, worn out, used or surplus property, whether now owned or hereafter acquired, in the
ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries; 

(b)    Dispositions of inventory, goods held for sale in the ordinary course of business and immaterial assets (other than
the lapse or abandonment of IP Rights, which is governed by clause (o) of this Section 7.05) and termination of leases and licenses in the ordinary course of business; 

  
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 (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) the proceeds of such Disposition are promptly applied to the purchase price of similar replacement property; 

(d)    Dispositions of property to the Borrower or any Restricted Subsidiary; provided that if the transferor of
such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) such transaction must be permitted under Section 7.02 (other than 7.02(e) or (h)); 

(e)    to the extent constituting Dispositions, transactions permitted by (i) Section 7.01 (other than
(7.01(i)), (ii) Section 7.02 (other than 7.02(e) or (h)), (iii) Section 7.04 (other than 7.04(f)) and (iv) Section 7.06 (other than 7.06(d)); 

(f)    Dispositions of cash and Cash Equivalents; 

(g)    (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source
license or the licensing of other intellectual property rights) and terminations thereof, in each case in the ordinary course of business and that do not materially interfere with the business of the Consolidated Parties (taken as a whole) and
(ii) Dispositions of IP Rights, and inbound and outbound licenses to IP Rights, in each case in the ordinary course of business and that do not interfere in any material respect with the business of the Consolidated Parties (taken as a
whole); 
 (h)    transfers of property subject to Casualty Events; 

(i)    other Dispositions of property; provided that (i) at the time of such Disposition, no Default or Event
of Default shall have occurred and be continuing or would result from such Disposition, (ii) with respect to any Disposition pursuant to this Section 7.05(i) for a purchase price in excess of $5,000,000 individually
(or $10,000,000 in the aggregate when taken together with any other Dispositions that were excluded during the term of this Agreement), the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the
form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than Permitted Liens); provided, however, that for the purposes of this clause (ii), the following shall
be deemed to be cash: (A) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the
cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (B) aggregate non-cash consideration received by the Borrower or the applicable Restricted
Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed the greater of $10,000,000 and
10.0% of LTM EBITDA at the time received; and (iii) such Disposition is for fair market value as reasonably determined by the Borrower in good faith; 

(j)    Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection
thereof in the ordinary course of business; 
 (k)    any swap of assets in exchange for services or other assets in the
ordinary course of business of comparable or greater value or usefulness to the business of the Consolidated Parties as a whole, as determined in good faith by the management of the Borrower; 

(l)    any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; 

  
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 (m)    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;  

(n)    the unwinding or settling of any Swap Contract in the ordinary course of business; and 

(o)    the lapse or abandonment in the ordinary course of business of any registrations or applications for registration
of any immaterial IP Rights; 
 provided that any Disposition of any property pursuant to this Section 7.05 (except
pursuant to Section 7.05(a), (d), (e), (g), (h), (j), (m), (n) or (o) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less
than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold
free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. 

Section 7.06.    Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except:

 (a)    each Restricted Subsidiary may make Restricted Payments to Borrower and other Restricted Subsidiaries of the
Borrower (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such
Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); 

(b)    the Borrower and each Restricted Subsidiary may declare and make dividend payments or other Restricted Payments
payable solely in the form of Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person; 

(c)    during the period following the Redemption Date to and including December 31, 2017, the Borrower may
repurchase its common stock for cash in aggregate amount not to exceed the amount of the Remaining Term Loan Proceeds, so long as no Default or Event of Default exists or would result from such repurchase; 

(d)    to the extent constituting Restricted Payments, the Borrower and its Restricted Subsidiaries may enter into and
consummate transactions permitted by any provision of Section 7.02 (other than 7.02(e)), 7.04, 7.05 (other than 7.05(e)(iv) and 7.05(g)) or 7.08 (other than the redemption,
repurchase or other acquisition of any Rollover Equity); 
 (e)    so long as no Default or Event of Default shall have
occurred and be continuing or would otherwise result therefrom, the Borrower and each of its Restricted Subsidiaries may (i) pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower
held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of such Consolidated Party or
(ii) make Restricted Payments in the form of distributions to allow the Borrower and each of its Restricted Subsidiaries to pay principal or interest on promissory notes that were issued to any future, present or former employee, officer,
director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of such Consolidated Party in lieu of cash payments for the repurchase, retirement or


  
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other acquisition or retirement for value of such Equity Interests of the Borrower held by such Persons; provided that the aggregate amount of Restricted Payments made pursuant to this
Section 7.06(e) shall not exceed (i) $5,000,000 in the aggregate in any consecutive twelve-month period and (ii) $20,000,000 in the aggregate during the term of this Agreement; 

(f)    additional Restricted Payments, so long as (i) no Default or Event of Default shall have occurred and be
continuing or would otherwise result therefrom, and (ii) the Consolidated First Lien Net Leverage Ratio (after giving Pro Forma Effect to such Restricted Payment) would not exceed 2.50 to 1.00; 

(g)    so long as no Default or Event of Default shall have occurred and be continuing or would otherwise result
therefrom, other Restricted Payments made by the Borrower in an aggregate amount not to exceed (i) the greater of $10,000,000 and 10.0% of LTM EBITDA, in each case determined at the time of such Restricted Payment, plus, (ii) so
long as the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis) is no more than 3.25 to 1.00, the Available Amount; provided that the aggregate amount of Restricted Payments pursuant to this clause (g) in any
fiscal year shall not exceed $35,000,000; and 
 (h)    to redeem, repurchase or otherwise acquire Rollover Equity,
provided that the aggregate amount of Restricted Payments pursuant to this clause (h) shall not exceed $20,000,000. 

Section 7.07.    Change in Nature of Business. Engage in any material line of business substantially different
from those lines of business conducted by the Borrower and the Restricted Subsidiaries on the Closing Date or any business reasonably related, complementary, corollary, synergistic or ancillary thereto (including related, complementary, synergistic
or ancillary technologies) or reasonable extensions thereof. 
 Section 7.08.    Transactions with
Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than: 

(a)    transactions among the Borrower and the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary
as a result of such transaction; 
 (b)    on terms substantially as favorable to the Borrower or its Restricted
Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate; 

(c)    Restricted Payments permitted under Section 7.06; 

(d)    employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective
officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; 

(e)    the payment of customary fees and reasonable
out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Consolidated Parties; and 

(f)    transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on
Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect. 

  
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 Section 7.09.    Burdensome Agreements. Enter into or permit to
exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of: 

(a)    any Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor to make Restricted Payments to the
Borrower or any Subsidiary Guarantor; or 
 (b)    any Loan Party to create, incur, assume or suffer to exist Liens on
property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations; 
 provided that the
foregoing Section 7.09(a) and (b) shall not apply to Contractual Obligations that: 

(i)    (x) exist on the Closing Date and (to the extent not otherwise permitted by this
Section 7.09) are listed on Schedule 7.09 or (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness,
are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such
limitations; 
 (ii)    are binding on a Restricted Subsidiary at the time such Restricted Subsidiary
first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower and do not extend to any Restricted Subsidiaries
other than such Restricted Subsidiary and its subsidiaries; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary
pursuant to Section 6.14; 
 (iii)    are customary provisions in joint venture
agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture and its equity entered into in the ordinary course of business; 

(iv)    are negative pledges and restrictions on Liens permitted under
Section 7.01 in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness and the proceeds,
accessions and products thereof; 
 (v)    are customary restrictions on leases, subleases, licenses or
asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto; 

(vi)    are customary provisions restricting subletting, transfer or assignment of any lease governing a
leasehold interest of the Borrower or any Restricted Subsidiary; 
 (vii)    are customary provisions
restricting assignment or transfer of any agreement entered into in the ordinary course of business; 

(viii)    arise in connection with cash or other deposits permitted under
Section 7.01 and 7.02 and limited to such cash or deposit; 

(ix)    solely with respect to Section 7.09(a), comprise restrictions imposed by any agreement
governing Indebtedness entered into on or after the Closing Date and permitted 

  
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under Section 7.03 that are, taken as a whole, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness
of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so such restrictions will not affect any Consolidated Party’s obligation or ability to make any payments required hereunder; 

(x)    are restrictions on cash or other deposits or net worth imposed by customers under contracts entered
into in the ordinary course of business; 
 (xi)    are restrictions regarding licensing or sublicensing
by the Restricted Parties of the Borrower of intellectual property in the ordinary course of business; or 

(xii)    are restrictions on cash earnest money deposits in favor of sellers in connection with
acquisitions not prohibited hereunder. 
 Section 7.10.    [Reserved]. 

Section 7.11.    Consolidated Total Net Leverage Ratio. Solely with respect to the Revolving Facility and
solely if, on the last day of a calendar quarter, the aggregate principal amount of Revolving Loans and Letters of Credit (excluding Letters of Credit that have been Cash Collateralized) outstanding (the “Revolver Usage”) exceeds
30% of the aggregate amount of the Revolving Credit Commitments, permit the Consolidated Total Net Leverage Ratio to exceed the applicable ratio set forth below opposite the applicable period set forth below: 

 

			
	 Period
	  	Consolidated Total Net Leverage Ratio
	 Closing Date through March 31, 2018
	  	4.75 to 1.00
		
	 April 1, 2018 through June 30, 2019
	  	3.75 to 1.00
		
	 July 1, 2019 through June 30, 2020
	  	3.50 to 1.00
		
	 July 1, 2020 through September 30, 2021
	  	3.25 to 1.00
		
	 October 1, 2021 through Latest Maturity Date
	  	3.00 to 1.00

 Section 7.12.    Fiscal Year. Make any change in its fiscal year;
provided, however, that the Borrower may, upon written notice to the Administrative Agent, change its fiscal year on no more than one occasion to any other fiscal year reasonably acceptable to the Administrative Agent, in which case,
the Borrower 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. 

Section 7.13.    Prepayments, Etc. of Subordinated Indebtedness. 

(a)    Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it
being understood that payments of regularly scheduled principal, interest and mandatory prepayments and AHYDO payments and, in connection with the amendment of any Junior Financing, the payment of fees (other than in connection with any amendment
that reduces or forgives the commitments, outstanding principal amount or effective yield of such Junior Financing) 

  
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shall, subject to the subordination terms applicable thereto, be permitted) any Indebtedness for borrowed money of a Loan Party that is (x) subordinated in right of payment to the
Obligations expressly by its terms or (y) secured on a junior lien basis to the Liens securing the Obligations (other than, in each case, Indebtedness among the Borrower and its Restricted Subsidiaries) (collectively, “Junior
Financing”), except (i) the refinancing thereof with any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing, (ii) the conversion or exchange of any Junior Financing to Qualified Equity Interests of
the Borrower and (iii) repayments, 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 (1) the greater of $10,000,000 and
10.0% of LTM EBITDA, in each case determined as of the date of such repayment, redemption, purchase, defeasance, or other payment, and (2) the Available Amount at such time; provided that, in each case, (x) no Default or Event of
Default exists or would result from the making of such repayment, redemption, purchase, defeasance or other payment and (y) after giving effect thereto, the Consolidated Total Net Leverage Ratio is less than or equal to 3.25 to 1.0. 

(b)    Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of
any Junior Financing Documentation (except to the extent permitted pursuant to any subordination agreement or Customary Intercreditor Agreement applicable thereto) without the consent of the Administrative Agent, acting at the direction of the
Required Lenders. 
 Notwithstanding anything to the contrary in any Loan Document, the Borrower may make regularly scheduled payments of
interest and fees on any Junior Financing, and may make any payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness. 

ARTICLE VIII 
 EVENTS
OF DEFAULT AND REMEDIES 
 Section 8.01.    Events of Default. Any of the following from and after
the Closing Date shall constitute an event of default (an “Event of Default”): 
 (a)    Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or (ii) within five Business Days after the same becomes due, any interest on
any Loan or any fees or other amounts payable hereunder or with respect to any other Loan Document; or 

(b)    Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement applicable to
it contained in (i) any of Section 6.03(a), 6.05(a) (the Borrower), Section 6.13(b), Section 6.16 or Article VII (other than Section 7.11), (ii)
Section 7.11; provided that (x) the covenant in Section 7.11 is subject to cure pursuant to Section 8.04 and (y) failure to comply with
Section 7.11 shall not constitute an Event of Default with respect to any Term Loans unless and until the Required Revolving Lenders have terminated Commitments and/or accelerated the Revolving Loans as a result thereof, or
(iii) Section 6.01 and such failure continues for five Business Days; or 

(c)    Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in
Section 8.01(a), (b) or (d)) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after receipt by the Borrower of written notice thereof from the
Administrative Agent; or 
 (d)    Representations and Warranties. Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of any Loan Party herein, in any other Loan 

  
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Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect in any material respect (or, in the case of any representation and warranty that is
qualified as to “materiality,” “Material Adverse Effect” or similar language, shall be incorrect in any respect) when made or deemed made; or 

(e)    Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the
applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount of not less
than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination
events or equivalent events pursuant to the terms of such Swap Contracts and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders or beneficiaries or
beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause (after delivery of any notice if required and after giving effect to any waiver, amendment, cure or grace period)
such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that
this clause (B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder;
or 
 (f)    Insolvency Proceedings, Etc. Other than with respect to any dissolutions otherwise permitted
hereunder, any Loan Party or any Material Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes a general assignment for the benefit of creditors or becomes unable, admits in writing its
inability or fails generally to pay its debts as they become due; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer
for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such
Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such
Person and continues undismissed or unstayed for 60 consecutive calendar days, or an order for relief is entered in any such proceeding; or 

(g)    Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order
for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage; and such
judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of 60 consecutive days; or 

(h)    Invalidity of Loan Documents. Any material provision of the Loan Documents, at any time after its execution
and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a result of acts or omissions by the
Administrative Agent or any Lender or the satisfaction in full of all the Obligations (other than contingent obligations not yet due and owing and Cash Collateralized or backstopped Letters of Credit), ceases to be in full force and effect; or any
Loan Party contests in writing the validity or enforceability of any provision of any Loan Document or the validity or priority of a Lien as required by the Collateral Documents on a material portion of the Collateral; or any Loan Party denies in
writing that it has any or further liability or obligation under any Loan Document (other than as a result 

  
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of repayment in full of the Obligations (other than in accordance with its terms) and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document
(other than in accordance with its terms); or 
 (i)    Change of Control. There occurs any Change of Control; or

 (j)    Collateral Documents. Any Collateral Document after delivery thereof pursuant to
Section 4.01, 6.11 or 6.13 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Agreement) cease to create a valid and perfected Lien,
with the priority required by the Collateral Documents on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, (A) except to
the extent that any such perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing
securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements or take other required actions and (B) except 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 been notified of such losses and has not denied coverage; or 

(k)    Guarantees. Any Guarantee of any Guarantor contained in Article XI shall cease, for any reason, to be
in full force and effect in any material respect, other than as provided for in Section 11.09, as applicable, or as any Loan Party or any Affiliate of any such Loan Party shall so assert; or 

(l)    ERISA. (i) An ERISA Event or Foreign Plan Event occurs which has resulted or would reasonably be
expected to result in liability of a Loan Party, a Restricted Subsidiary or an ERISA Affiliate in an aggregate amount which would reasonably be expected to have a Material Adverse Effect, or (ii) a Loan Party, any Restricted Subsidiary 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 which
would reasonably be expected to have a Material Adverse Effect. 
 (m)    Junior Financing Documentation.
(i) Any of the Obligations of the Loan Parties under the Loan Documents for any reason shall cease to be (A) “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or
any comparable term) under, and as defined in, any Junior Financing Documentation and (B) “First Lien Obligations” (or any comparable term) under, and as defined in, the Customary Intercreditor Agreement under, and as defined in, any
Junior Financing Documentation or (ii) the subordination provisions set forth in any Junior Financing Documentation, or the subordination agreement with respect thereto, shall, in whole or in part, cease to be effective or cease to be legally
valid, binding and enforceable against the holders of any Junior Financing, if applicable. 

Section 8.02.    Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the
Administrative Agent, at the request of the Required Lenders (or, in the case of an Event of Default under Section 8.01(b) in respect of a failure to comply with Section 7.11 that has not become an Event of Default
with respect to any Term Loans, the Required Revolving Lenders (but such actions taken by the Administrative Agent shall not apply to Term Loans)), shall take any or all of the following actions: 

(a)    declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit
Extensions to be terminated, whereupon such commitments and obligation shall be terminated; 

  
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 (b)    declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived by the Borrower (to the extent permitted by applicable law); 
 (c)    require that the Borrower Cash
Collateralize the L/C Obligations (in an amount equal to 103% of the then Outstanding Amount thereof); and 

(d)    exercise (or direct the Collateral Agent to exercise) on behalf of itself and the Lenders all rights and remedies
available to it and the Lenders under the Loan Documents or applicable Law; 
 provided that upon the occurrence of any event described in Section
8.01(f) (but without giving effect to any grace periods contemplated therein (other than the grace period for any non-consensual insolvency)) with respect to the Borrower under the U.S. Bankruptcy Code or
any Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative
Agent or any Lender. 
 Section 8.03.    Application of Funds. After the exercise of remedies provided for
in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to
Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): 

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other
than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or Collateral Agent in their
capacities as such hereunder; 
 Second, to the payment in full of Unfunded Participations (the amounts so applied to
be distributed among the LC Issuers pro rata in accordance with the amounts of Unfunded Participations owed to them on the date of any such distribution); 

Third, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than
principal and interest) payable to the Lenders hereunder (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this
clause Third payable to them; 
 Fourth, to payment of that portion of the Obligations constituting accrued and
unpaid interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts
described in this clause Fourth payable to them; 
 Fifth, to payment of that portion of the Obligations
constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under
Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fifth held by them; 

  
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 Sixth, to the payment of all other Obligations of the Loan Parties that
are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

 Last, the balance, if any, after all of the Obligations then earned, due and payable have been paid in full, to the
Borrower or as otherwise required by Law. 
 Subject to Section 2.03(c), amounts used to Cash Collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower as applicable or as otherwise required by any
Customary Intercreditor Agreement. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor. 

Section 8.04.    Borrower’s Right to Cure. Notwithstanding anything to the contrary
contained in Section 8.01 or Section 8.02: 
 (a)    For the purpose
of determining whether an Event of Default under Section 7.11 has occurred, the Borrower may on one or more occasions designate any portion of the net cash proceeds from a sale or issuance of Qualified Equity Interests of
the Borrower or any cash contribution to the common capital of the Borrower (the “Cure Amount”) as an increase to Consolidated EBITDA for the applicable fiscal quarter; provided that (A) such amounts to be designated
(i) are actually received by the Borrower after the end of such fiscal quarter and on or prior to the fifteenth Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal
quarter (the “Cure Expiration Date”) and (ii) do not exceed the aggregate amount necessary to cure any Event of Default under Section 7.11 as of such date and (B) the Borrower shall have provided
notice (the “Notice of Intent to Cure”) to the Administrative Agent that such amounts are designated as a Cure Amount (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate
for the applicable period, the amount of such net cash proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under
Section 7.11 is less than the full amount of such originally designated amount). The Cure Amount shall be added to Consolidated EBITDA for the applicable fiscal quarter and included in any Test Period that includes such
fiscal quarter. 
 (b)    The parties hereby acknowledge that this Section 8.04 may not be
relied on for purposes of calculating any financial ratios other than for determining actual compliance with Section 7.11 and shall not result in any adjustment to any amounts (including the amount of clause
(c) or (d) of the Available Amount, Indebtedness (other than as set forth in Section 8.04(d)(ii)), Total Assets, Consolidated First Lien Net Debt, Consolidated Secured Net Debt or Consolidated Total Net Debt or any other
calculation of net leverage or Indebtedness hereunder (whether directly by prepayment of debt or indirectly by way of netting) and shall not be included for purposes of determining pricing, mandatory prepayments or the availability or amount
permitted pursuant to any covenant under Article VII) with respect to the quarter with respect to which such Cure Amount was made (or the period after such quarter but before delivery of the Notice of Intent to Cure) other
than the amount of the Consolidated EBITDA referred to in Section 8.04(a) above. 

  
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 (c)    In furtherance of Section 8.04(a) above,
(i) upon actual receipt and designation of the Cure Amount by either Borrower, the covenant under Section 7.11 shall be deemed retroactively cured with the same effect as though there had been no failure to comply with
the covenant under such Section 7.11 and any Event of Default or potential Event of Default under Section 7.11 shall be deemed not to have occurred for purposes of the Loan Documents, (ii) no
Lender or L/C Issuer shall be required to make any extension of credit hereunder during the fifteen (15) Business Day period referred to above unless the Borrower has actually received the proceeds of the Cure Amount, (iii) the Borrower
shall not be permitted to make any Restricted Payments during the fifteen (15) Business Day period referred to above unless the Borrower has actually received the proceeds of the Cure Amount and no Cure Amount shall be made with the proceeds of
any Restricted Payments made pursuant to Section 7.06(f) and (g) and (iv) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other
Loan Document) on the basis of any actual or purported Event of Default under Section 7.11 following receipt of a Notice of Intent to Cure until and unless the Cure Expiration Date has occurred without the Cure Amount
having been received. 
 (d)    (i) In each period of four consecutive fiscal quarters, there shall be at least two
fiscal quarters in which no cure right set forth in this Section 8.04 is exercised and (ii) there shall be no pro forma reduction in Indebtedness with the Cure Amount for determining compliance with
Section 7.11 for the fiscal quarter with respect to which such Cure Amount was made. 

(e)    There can be no more than four fiscal quarters in which the cure rights set forth in this
Section 8.04 are exercised during the term of the Facilities. 
 ARTICLE IX 

ADMINISTRATIVE AGENT AND OTHER AGENTS 

Section 9.01.    Appointment and Authority. 

(a)    Each of the Lenders and the L/C Issuers hereby irrevocably appoints each Agent to act on its behalf as its Agent
hereunder and under the other Loan Documents and authorizes each Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental or related thereto. The provisions of this Article IX (other than Sections 9.01, 9.06 and 9.09 through and including 9.12) are solely for the benefit of
the Administrative Agent, the Lenders and the L/C Issuers, and no Loan Party has rights as a third party beneficiary of any of such provisions. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement
with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter
of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties. 

(b)    The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of
the Lenders (including in its capacities as a potential Bank) and the L/C Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and L/C Issuer for purposes of acquiring, holding and enforcing
any and all Liens on Collateral granted 

  
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by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent,
as “collateral agent,” and any co-agents, sub-agents and attorneys-in-fact
appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights
and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including the second paragraph of
Section 10.05), as though such co-agents, sub-agents and
attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of
the foregoing, the Lenders hereby expressly authorize the Administrative Agent to (i) execute any and all documents (including releases and Customary Intercreditor Agreements) with respect to the Collateral and the Guaranty (including any
amendment, supplement, modification or joinder with respect thereto) and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge
and agree that any such action by any Agent shall bind the Lenders and (ii) negotiate, enforce or settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction of the Required Lenders, which
negotiation, enforcement or settlement will be binding upon each Lender. 
 Section 9.02.    Rights as a
Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term
“Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative 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 Borrower or any 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. 

Section 9.03.    Exculpatory Provisions. The Agents shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the
Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any
failure to monitor or maintain any portion of the Collateral. Without limiting the generality of the foregoing, the Administrative Agent: 

(a)    shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default
has occurred and is continuing; 
 (b)    shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may
(i) expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law or (ii) be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or
termination of property of a Defaulting Lender in violation of any Debtor Relief Law; 
 (c)    shall not, except as
expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the
Person serving as the Administrative Agent or any of its Affiliates in any capacity; 

  
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 (d)    shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as
provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and nonappealable judgment. The
Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or L/C Issuer; and 

(e)    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 this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) 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, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any
other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

Section 9.04.    Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon,
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 in good faith to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it in good faith to have
been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its
terms must be fulfilled to the satisfaction of a Lender or L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or L/C Issuer unless the Administrative Agent shall have received notice to the contrary
from such Lender or L/C Issuer prior to the making of such Loan or the issuance, extension or increase of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the 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. 

Section 9.05.    Delegation of Duties. The Administrative Agent may perform any and all of 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 and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article IX 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. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents
except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of
such sub-agents. Each party to this Agreement acknowledges and agrees that the Administrative Agent may from time to time use one or more outside 

  
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service providers for the tracking of all UCC financing statements (and/or other Collateral-related filings and registrations from time to time) required to be filed or recorded pursuant to the
Loan Documents and the notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that each of such service providers will be deemed to be acting at the request and on behalf of the Borrower and
the other Loan Parties. No Agent shall be liable for any action taken or not taken by any such service provider. 

Section 9.06.    Resignation of Administrative Agent. The Administrative Agent may at any time give notice of
its resignation to the Lenders, the L/C Issuers and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower at all times other than upon the occurrence and during the
continuation of an Event of Default under Section 8.01(a) or 8.01(f) (which consent of the Borrower shall not be unreasonably withheld, conditioned or delayed), to appoint a successor, which shall be a 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 on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above (including consent of
the Borrower ); provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such
notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of
the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) 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 and the L/C Issuers directly, until such time as the Required Lenders appoint a successor Administrative
Agent as provided for above in this Section 9.06. 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 retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged
therefrom as provided above in this Section 9.06). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and
such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall
continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the
retiring Administrative Agent was acting as Administrative Agent. 
 Section 9.07.    Non-Reliance on Administrative Agent and Other Lenders. Each Lender and L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their
Related Parties 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 L/C Issuer also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender or any of their Related Parties 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. 

  
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 Section 9.08.    No Other Duties, Etc. Anything herein to the
contrary notwithstanding, none of the Administrative Agent, Collateral Agent or Arrangers listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its
capacity, as applicable, as the Administrative Agent, a Lender or L/C Issuer hereunder. 

Section 9.09.    Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding
under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: 

(a)    to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the
Loans, L/C Obligations and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including
any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the
Administrative Agent under Sections 2.03(h), 2.03(i), 2.09, 10.04 and 10.05) allowed in such judicial proceeding; and 

(b)    to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the
same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Lender and L/C Issuer to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent
any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09,
10.04 and 10.05. 
 Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to
or accept or adopt on behalf of any Lender or L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or L/C Issuer to authorize the Administrative Agent to vote in respect
of the claim of any Lender or L/C Issuer or in any such proceeding. 
 Section 9.10.    Collateral and Guaranty
Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this
Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders.
The Administrative Agent and the Collateral Agent are each hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to the occurrence and continuance of an
Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral
Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion: 

(a)    to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit
of the Lenders and the other Secured Parties; 

  
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 (b)    to release any Lien on any property granted to or held by such Agent
under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent obligations and Letters of Credit which have been Cash Collateralized or otherwise backstopped) and the
expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent, the Collateral Agent and the L/C Issuers
shall have been made), (ii) at the time the property subject to such Lien is Disposed or to be Disposed as part of or in connection with any Disposition permitted hereunder or under any other Loan Document, (iii) subject to
Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor
from its obligations under its Guaranty pursuant to Section 9.10(d);  

(c)    to subordinate any Lien on any property granted to or held by such Agent under any Loan Document to another Lien
(i) permitted to exist on such property and (ii) to be senior to the Liens of the Secured Parties under this Agreement; and 

(d)    to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted
Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement
Refinancing Indebtedness, any Junior Financing or any other Indebtedness having an aggregate principal amount in excess of the Threshold Amount. 

Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing such Agent’s
authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this
Section 9.10, such Agent will (and each Lender irrevocably authorizes each such Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably
request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its
obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 

Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent
and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and
under any of the Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies
under the Collateral Documents (other than any Guarantee in favor of the Administrative Agent, which may be exercised solely by the Administrative Agent) may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in
accordance with the terms thereof, (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation,
pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the U.S. Bankruptcy Code), the Collateral Agent or any Lender (except, in each case, with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii)
or otherwise of the U.S. Bankruptcy Code) may, in its own capacity and not as an agent for the other Lenders or Secured Parties, be the purchaser or licensor of any or all of such 

  
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Collateral at any such sale or other disposition and (iii) the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their
respective individual capacities) shall be entitled, upon instructions from the Required Lenders, 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 sale or
disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale or other disposition. 

Section 9.11.    Secured Treasury Services Agreements and Secured Hedge Agreements. Except as otherwise
expressly set forth herein or in any Guaranty or any Collateral Document, no Bank that obtains the benefits of Section 8.03, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any
Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any
Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative
Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Treasury Services Agreements and Secured Hedge Agreements unless the Administrative Agent has
received written notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Bank. 

The Banks hereby authorize the Administrative Agent to enter into any Customary Intercreditor Agreement, any other intercreditor agreement
permitted under this Agreement, and any amendment, modification, supplement or joinder with respect thereto, and any such Customary Intercreditor Agreement or other intercreditor agreement is binding upon the Banks. 

ARTICLE X 

MISCELLANEOUS 

Section 10.01.    Amendments, Etc. Except as otherwise set forth in this Agreement, no amendment or waiver of
any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the
Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no such
amendment, waiver or consent shall: 
 (a)    extend or increase the Commitment or any Loan of any Lender without the
written consent of each Lender holding such Commitment or Loan (it being understood that a waiver of any condition precedent set forth in Section 4.01 or 4.02, or the waiver of any Default, Event of Default,
mandatory prepayment or mandatory reduction of any Commitments or Loans shall not constitute such an extension or increase); 

(b)    postpone any date scheduled for any payment of principal (including final maturity), interest or fees under
Section 2.07, 2.08 or 2.09, respectively, without the written consent of each Lender directly and adversely affected thereby (it being understood that the waiver of (or amendment to the terms of) any mandatory
prepayment of the Loans or any obligation of the Borrower to pay interest at the Default Rate, any Default or Event of Default, mandatory prepayment or mandatory reduction of any Commitments shall not constitute such a postponement of any date
scheduled for the payment of principal or interest and it further being understood that any change to the definition of “Consolidated First Lien Net Leverage Ratio” or the component definitions thereof shall not constitute a postponement
of such scheduled payment); 

  
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 (c)    reduce or forgive the principal of, or the rate of interest specified
herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the proviso to this Section 10.01 that appears immediately following clause (j) below) any prepayment penalty or
premium, fees, reimbursement obligations or other amounts payable hereunder or under any other Loan Document (or extend the timing of payments of such prepayment penalty or premium, fees or other amounts) without the written consent of each Lender
directly and adversely affected thereby (it being understood that (i) the waiver of (or amendment to the terms of) any obligation of the Borrower to pay interest at the Default Rate, any mandatory prepayment of the Loans or mandatory reduction
of any Commitments or any Default or Event of Default shall not constitute such a reduction or forgiveness and (ii) any change to the definition of “Consolidated First Lien Net Leverage Ratio” or the component definitions thereof
shall not constitute a reduction or forgiveness in any rate of interest); 
 (d)    change any provision of
Section 2.12(a), 2.13, 8.03, or 10.07(a)(z) or the definition of “Pro Rata Share” in any manner that would alter the pro rata sharing of payments or other amounts required thereby,
without the written consent of each Lender directly and adversely affected thereby; provided that modifications to Section 2.12(a), 2.13 or 8.03 or the definition of “Pro Rata Share” in
connection with (x) any Incremental Amendment or (y) any Extension Amendment, in each case, shall only require approval (to the extent any such approval is otherwise required) of the Required Lenders; 

(e)    change any provision of (i) this Section 10.01 or (ii) the definition
“Required Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents to reduce the percentage set forth therein, without the written consent
of each Lender directly and adversely affected thereby (it being understood that, with the consent of the Required Lenders (if such consent is otherwise required) or the Administrative Agent (if the consent of the Required Lenders is not otherwise
required), additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Commitments or Revolving Credit Commitments, as applicable); 

(f)    permit assignment of rights and obligations of the Borrower, without the written consent of each Lender; 

(g)    other than in connection with a transaction permitted under Section 7.04 or 7.05,
release all or substantially all of the Collateral in any transaction or series of related transactions, or, other than in connection with Liens permitted under Section 7.01 to have a priority superior to that of the Liens granted hereunder or
under any other Loan Document, subordinate the Collateral Agent’s Liens on such Collateral, in each case, without the written consent of each Lender; including, for the avoidance of doubt, any amendment to Section 7.01
that has such effect; 
 (h)    other than in connection with a transaction permitted under
Section 7.04 or 7.05, release all or substantially all of the value of the guarantees provided by the Guarantors, without the written consent of each Lender; 

(i)    affect the rights or duties of Lenders holding Loans or Commitments of a particular Class (but not the Lenders
holding Loans or Commitments of any other Class), without the written consent of the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto if such Class of Lenders was the only Class;
or 

  
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 (j)    consent to the subordination of any of the Secured Obligations of the Loan Parties
under the Loan Documents to any other Indebtedness, without the written consent of each Lender including for avoidance of doubt any amendment to Section 7.01 that has the effect of subordinating any Secured Obligations to
such other Indebtedness; 
 provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C
Issuer in addition to the Lenders required above, adversely affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) [reserved];
(iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Agent in addition to the Lenders required above, adversely affect the rights or duties of, or any fees or other amounts payable to, such Agent under
this Agreement or any other Loan Document; (iv) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at
the time of such amendment, waiver or other modification; (v) [reserved]; and (vi)(x) no Lender consent is required to effect an Incremental Amendment, Refinancing Amendment or Extension Amendment (except as expressly provided in
Section 2.14, 2.15 or 2.16, as applicable) or to effect any amendment expressly contemplated by Section 7.12 and (y) in connection with an amendment in which any Class of
Term Loans is refinanced with a replacement Class of term loans bearing (or is modified in such a manner such that the resulting term loans bear) a lower All-In Yield and other customary amendments
related thereto (a “Permitted Repricing Amendment”), only the consent of the Lenders holding Term Loans subject to such permitted repricing transaction that will continue as a Lender in respect of the repriced tranche of Term Loans
or modified Term Loans shall be required for such Permitted Repricing Amendment. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any
amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any
Defaulting Lender may not be increased or extended without the consent of such Lender, (y) the date scheduled for any payment of principal (including final maturity) of the loans of any Defaulting Lender may not be postponed without the consent
of such Lender, and (z) any waiver, amendment or modification requiring the consent of all Lenders or each directly and adversely affected Lender that by its terms materially and adversely affects any Defaulting Lender to a greater extent than
other affected Lenders shall require the consent of such Defaulting Lender. 
 Notwithstanding the foregoing, no Lender consent is required
for the Administrative Agent to enter into or to effect any amendment, modification or supplement to any Customary Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement or in any document pertaining
to any Indebtedness permitted hereby that is permitted to be secured by the Collateral, including any Incremental Commitment, any Permitted Equal Priority Refinancing Debt or any Permitted Junior Priority Refinancing Debt, for the purpose of adding
the holders of such Indebtedness (or their Senior Representative) as a party thereto and otherwise causing such Indebtedness to be subject thereto, in each case as contemplated by the terms of such Customary Intercreditor Agreement or other
intercreditor agreement or arrangement (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to
effectuate the foregoing; provided that such other changes are not adverse, in any material respect (taken as a whole), to the interests of the Lenders); provided, further, that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent. 

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the
Administrative Agent and the Borrower (a) to add one or 

  
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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 with the Term Loans, Revolving Credit Loans and L/C Obligations and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding
such credit facilities in any determination of the Required Lenders. 
 In addition, notwithstanding the foregoing, this Agreement may be
amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all or a portion of the outstanding Term Loans of any Class
(“Refinanced Term Loans”) with one or more tranches of replacement term loans (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall
not exceed the aggregate principal amount of such Refinanced Term Loans (plus accrued interest, fees, expenses and premium), (b) the Weighted Average Life to Maturity of Replacement Term Loans shall not be shorter than the Weighted Average Life
to Maturity of such Refinanced Term Loans, at the time of such refinancing, (c) such Replacement Term Loans must satisfy the requirements of Credit Agreement Refinancing Indebtedness and (d) all other terms applicable to such
Replacement Term Loans shall be as agreed between the Borrower and the Lenders providing such Replacement Term Loans. 
 Notwithstanding
anything to the contrary contained in this Section 10.01, guarantees, collateral security documents and related documents executed by the Loan Parties or the Subsidiaries in connection with this Agreement may be in a form
reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if
such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel or (ii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan
Documents. 
 Notwithstanding anything to the contrary contained in this Agreement, any Lender may assign all or a portion of its Term Loans
in connection with a primary syndication of such Term Loans relating to any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to cashless settlement mechanisms approved by the
Borrower, the Administrative Agent, the assignor Lender and the assignee of such Lender. 
 Notwithstanding the foregoing, only the consent
of the Borrower and the Required Revolving Lenders shall be necessary to (i) amend, modify or waive any condition precedent set forth in Section 4.02 with respect to the making of Revolving Credit Loans or the issuance
of Letters of Credit, (ii) amend, modify or waive the provisions of Section 7.11 or Section 8.04 (or any definition solely as it relates to such Section) or to waive any Event of Default
arising from a failure to comply with Section 7.11 or (iii) except for any amendment, waiver or modification that would require the consent of each Revolving Credit Lender adversely affected thereby pursuant to the
proviso to Section 10.01, amend, modify or waive any provision of this Agreement that solely affects the Revolving Credit Lenders in respect of any Revolving Credit Facility, including the final scheduled maturity,
interest, fees, prepayment penalties and voting. 
 Notwithstanding anything to the contrary contained in
Section 10.01, if at any time after the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision
of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document so long as the
same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof. 

  
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 Notwithstanding anything to the contrary contained in Section 10.01, no
Loan Party will, directly or indirectly, pay any remuneration or other thing of value, whether by way of additional interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for agreement by such Lender with
any consent, amendment, waiver or other modification of any Loan Documents, unless such remuneration or other thing of value is offered to all Lenders and is paid to all such Lenders that so vote or agree in the time frame set forth in the
solicitation documents relating to such modification. 
 Section 10.02.    Notices and Other Communications.

 (a)    Notices; Effectiveness; Electronic Communications. 

(i)    Notices Generally. Except in the case of notices and other communications expressly permitted
to be given by telephone (and except as provided in Section 10.02(a)(ii)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 

(A)    if to the Borrower, the Administrative Agent or the L/C Issuers, to the address, facsimile number,
electronic mail address or telephone number specified for such Person on Schedule 10.02; and 

(B)    if to any other Lender, to the address, facsimile number, electronic mail address or telephone
number specified 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 facsimile 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). Notices and other communications delivered through electronic communications to the extent provided in
Section 10.02(a)(ii) shall be effective as provided in such Section 10.02(a)(ii). 

(ii)    Electronic Communications. Notices and other communications to the Lenders and the L/C
Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices to any Lender or L/C Issuer pursuant to Article II if such Lender or L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices
under such Article by electronic communication. The Administrative Agent or the Borrower may, in their discretion, agree to accept notices and other communications to them hereunder by electronic communications pursuant to procedures approved by it;
provided that approval of such procedures may be limited to particular notices or communications. 
 Unless the Administrative Agent
otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other 

  
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written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to
have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its
e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 

(b)    The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS
DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED
OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN
CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Loan Parties, any Lender, any L/C Issuer
or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Restricted Subsidiary’s or the Administrative Agent’s transmission of the
Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable
judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Person have any liability to any other Person hereunder for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual damages); provided, further, that nothing in this sentence shall limit any Loan Party’s indemnification obligations set forth herein. 

(c)    Change of Address, Etc. Each of the Borrower, the Administrative Agent and the L/C Issuers may change its
address, e-mail address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, e-mail address facsimile or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent and the L/C Issuers. In addition, each Lender agrees to notify the
Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and e-mail address to which notices
and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the
“Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable
Law, including United States Federal and state securities Laws, to make reference to the Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain Material Non-Public Information. 
 (d)    Reliance by Administrative Agent, L/C Issuer and
Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices
were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The
Borrower shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by
or on behalf of the 

  
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Borrower in accordance with Section 10.05 hereof. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such recording. 
 Section 10.03.    No
Waiver; Cumulative Remedies. No failure by any Lender, any L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law. 

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies
hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuers; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from
exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any L/C Issuer from exercising the rights and remedies that inure
to its benefit (solely in its capacity as L/C Issuer, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.09 (subject to the
terms of Section 2.13) or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law;
provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative
Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clause (b), (c) and (d) of the preceding proviso and subject to
Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 

Section 10.04.    Attorney Costs and Expenses. The Borrower agrees, (a) if the Closing Date occurs, to
pay or reimburse the Administrative Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the
preparation, negotiation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the
transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, which shall be limited to Cravath, Swaine & Moore LLP and, if
reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (b) from and after the Closing
Date, to pay or reimburse the Administrative Agent, the L/C Issuers and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in
connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief
Law, and including all respective Attorney Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lenders taken as a whole and, if reasonably necessary, one local counsel in each relevant jurisdiction
material to the interests of the Lenders taken as a whole and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties). The
agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this 

  
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Section 10.04 shall be paid within 30 days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan
Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its discretion following five Business
Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any
non-Tax claim. 
 Section 10.05.    Indemnification by the
Borrower. The Borrower shall indemnify and hold harmless each Agent, Agent-Related Person, Lender and Arranger and their respective controlled Affiliates and controlling Persons, and their respective officers, directors, employees,
partners, agents, advisors and other representatives of each of the foregoing and their respective successors (collectively the “Indemnitees”) from and against any and all actual liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented or invoiced out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction
that is material to the interests of the Lenders, and, solely in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel,
one additional counsel in each relevant jurisdiction to each group of similarly situated affected Indemnitees) and any other counsel obtained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), joint or
several, of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement,
performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment,
Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer 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, or (c) any actual or alleged presence or Release of Hazardous Materials at, on, under or from any property or facility currently owned, leased or operated by the Loan Parties or any Subsidiary, or
any Environmental Liability relating to any Loan Party or Subsidiary, or (d) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation
of, preparation for, or defense of any pending claim, investigation, litigation or proceeding) (a “Proceeding”) and regardless of whether any Indemnitee is a party thereto or whether or not such Proceeding is brought by the Borrower
or any other person and, in each case, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available (i) to the extent that
such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its
controlled Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction,
(y) a material breach of any obligations under this Agreement or any other Loan Document by such Indemnitee or any of its controlled Affiliates, as determined by a final non-appealable judgment of a court
of competent jurisdiction or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under any Facility and other
than any claims arising out of any act or omission of the Borrower or any of their Affiliates or (ii) with respect to any settlement entered into by an Indemnitee without the Borrower’s written consent (such consent not to be unreasonably
withheld or delayed). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement,
in each case, except to the extent any such 

  
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damages are found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful
misconduct of, or a material breach of any obligations under this Agreement or any other Loan Document by, such Indemnitee or any of its controlled Affiliates, nor shall any Indemnitee, Loan Party or any Subsidiary have any liability for any
special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); it being agreed that this
sentence shall not limit the indemnification obligations of the Borrower or any Subsidiary (including, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party and for any out-of-pocket expenses). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such
indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, equity holders or creditors or an Indemnitee or any other Person, whether or not
any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. By accepting the benefits hereof, each Indemnitee agrees to refund and return any
and all amounts paid by the Borrower to such Indemnitee to the extent items in clauses (x) through (z) above occur. All amounts due under this Section 10.05 shall be paid within 10 days
after written demand therefor (together with backup documentation supporting such reimbursement request). The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of
any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes
that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims. 

To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under this
Section 10.05 or Section 10.04 to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agent thereof), the L/C Issuers or any Related
Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agent), the L/C Issuers or such Related Party, 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 (or any such sub-agent) or the L/C Issuers in their capacity as such, or against any Related Party of any of
the foregoing acting for the Administrative Agent (or any such sub-agent) or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph are subject to the provisions
of Section 2.12(e). 
 Section 10.06.    Payments Set Aside. To the extent that
any payment by or on behalf of the Borrower is made to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff
or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, any L/C Issuer or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share
(without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from
time to time in effect. The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement. 

  
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 Section 10.07.    Successors and Assigns. 

(a)    The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or any of the other Loan Documents without the prior written consent of the Administrative
Agent and each Lender (except as permitted by Section 7.04), and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Assignee pursuant to an assignment made in
accordance with the provisions of Section 10.07(b) (such an assignee, an “Eligible Assignee”), (ii) by way of participation in accordance with the provisions of
Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance with the provisions of
Section 10.07(h), and any other attempted assignment or transfer by any party hereto shall be null and void; provided, however, that notwithstanding the foregoing, no Lender may assign or transfer by
participation any of its rights or obligations hereunder to (w) a Disqualified Lender, (x) any Person that is a Defaulting Lender, (y) a natural Person or (z) the Borrower or any of its Subsidiaries. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e) and, to
the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. Notwithstanding anything to the contrary herein, the Administrative Agent shall not be responsible or have
any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not
(x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Lender or (y) have any liability with respect to or arising out of any assignment or
participation of Loans, or disclosure of confidential information, to any Disqualified Lender. 

(b)    (i) Subject to the conditions set forth in Section 10.07(a) above and
Section 10.07(b)(ii) below, any Lender may at any time assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld,
conditioned or delayed) of: 
 (A)    the Borrower; provided that no consent of the Borrower shall
be required for (i) an assignment of all or a portion of the Term Loans to a Lender or to an Affiliate of a Lender or an Approved Fund thereof, (ii) an assignment of all or a portion of any Revolving Credit Commitments or Revolving Credit
Exposure to a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or any Approved Fund thereof, (iii) an assignment after the occurrence and during the continuance of an Event of Default under
Section 8.01(a) or Section 8.01(f) or (iv) an assignment in connection with the primary syndication of the Facilities previously identified to and consented to (such consent not to be
unreasonably withheld, conditioned or delayed) by the Borrower; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative
Agent within 10 Business Days after having received notice thereof; 
 (B)    the Administrative Agent;
provided that no consent of the Administrative Agent shall be required for an assignment (i) of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) of all or any portion of any Revolving
Credit Commitments or Revolving Credit Exposure to a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or any Approved Fund thereof, or (iii) from an Agent to its Affiliates; and 

  
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 (C)    each L/C Issuer at the time of such assignment;
provided that no consent of the L/C Issuers shall be required for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure. 

Notwithstanding the foregoing or anything to the contrary set forth herein, to the extent any Lender is required to assign any portion of its Commitments,
Loans and other rights, duties and obligations hereunder in order to comply with applicable Laws, such assignment may be made by such Lender without the consent of the Borrower, the Administrative Agent, any L/C Issuer or any other party hereto so
long as such Lender complies with the requirements of Section 10.07(b)(ii). 

(ii)    Assignments shall be subject to the following additional conditions: 

(A)    except in the case of 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 date the Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000 (in the case of each Revolving Credit Loan) and $1,000,000 (in the case of a Term Loan) unless each of the Borrower and the Administrative Agent otherwise consents; provided that such
amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; 

(B)    the parties to each assignment shall (1) execute and deliver to the Administrative Agent an
Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent or (2) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and
Assumption, together, in each case, with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); 

(C)    the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire; and 
 (D)    the Assignee shall execute and deliver to the Administrative
Agent and the Borrower the documentation described in Section 3.01(d) applicable to it. 
 This
Section 10.07(b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis among such Facilities. 

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 sub-participations, 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 

  
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accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Pro Rata Share.
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. 

(c)    Subject to acceptance and recording thereof by the Administrative Agent pursuant to
Section 10.07(d), from and after the effective date specified in each Assignment and Assumption, (1) the Eligible Assignee thereunder shall be a party to this Agreement 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 (2) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the
surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this
Section 10.07(c) 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 10.07(e). 

(d)    The Administrative Agent, acting solely for this purpose as a non-fiduciary
agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of
(and related interest amounts on) the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and the amounts due under Section 2.03 owing to, each Lender pursuant to the terms hereof from time to time
(the “Register”). Upon its receipt of, and consent to, a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the assignee (unless the
assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 10.07(b)(ii)(B) above, if applicable, and the written consent of the Administrative Agent and, if required, the Borrower and each L/C
Issuer to such assignment and any applicable Tax forms, the Administrative Agent shall (i) accept such Assignment and Assumption and (ii) promptly record the information contained therein in the Register. No assignment shall be effective
unless it has been recorded in the Register as provided in this Section 10.07(d). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents 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. The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any
reasonable time and from time to time upon reasonable prior notice. This Section 10.07(d) and Section 2.11 shall be construed so that all Loans are at all times maintained in “registered
form” within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury Regulations (or any other relevant or successor provisions of the Code or of such Treasury Regulations). 

(e)    Any Lender may at any time, sell participations to any Person (other than a natural person, a Disqualified Lender,
a Defaulting Lender, any Consolidated Party or any Affiliate of any Consolidated Party) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other 

  
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Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or
the other 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, waiver or other modification described in
clauses (a) through (j) of the first proviso to Section 10.01 that requires the affirmative vote of such Lender. Subject to Section 10.07(f) and a
Participant’s compliance with the requirements and the limitations of Section 3.01(d) (it being understood that any forms, information or other documentation required under such Sections shall be delivered to the participating Lender),
the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of such Sections) to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to Section 10.07(c). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09
as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation or that is a Granting Lender, as the case may be,
shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and SPC and the principal amounts of (and related
interest amounts on) each Participant’s and SPC’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or
any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any
Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form within the meaning of Section 5f.103-1(c)
of the U.S. Treasury Regulations or any other relevant or successor provisions of the Code or of such Treasury Regulations). The Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is
recorded in the Participant Register as the owner of such participation or portion of the Loan (if funded by an SPC), as applicable, for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the
Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

(f)    A Participant shall not be entitled to receive any greater payment under Section 3.01,
3.04 or 3.05 than the participating Lender would have been entitled to receive with respect to the participation sold to such Participant, unless such entitlement to a greater payment results from a change in any Law after the
Participant acquired the applicable Participation. 
 (g)    Any Lender may, without the consent of the Borrower or the
Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto. 
 (h)    Notwithstanding anything to the contrary contained herein, any
Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option
to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an
SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and 

  
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(iii) such SPC and the applicable Loan or any applicable part thereof, shall be appropriately reflected in the Participant Register. Each party hereto hereby agrees that (i) an SPC
shall be entitled to the benefit of Sections 3.01, 3.04 and 3.05 (subject to the requirements and the limitations of such Section), but neither the grant to any SPC nor the exercise by any SPC of such option
shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement except, in the case of Section 3.01, to the extent that the grant to the SPC was made with the prior
written consent of the Borrower (not to be unreasonably withheld, conditioned or delayed; for the avoidance of doubt, the Borrower shall have reasonable basis for withholding consent if an exercise by SPC immediately after the grant would result in
materially increased indemnification obligation to the Borrower at such time), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting
Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment
of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the
Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC. 

(i)    Notwithstanding anything to the contrary contained herein, without the consent of the Borrower or the
Administrative Agent, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security
interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless
and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents
and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

 (j)    Notwithstanding anything to the contrary contained herein, any L/C Issuer may, upon 30 days’ notice to
the Borrower and the Lenders, resign as an L/C Issuer; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer shall have identified a
successor L/C Issuer reasonably acceptable to the Borrower willing to accept its appointment as successor L/C Issuer. In the event of any such resignation of an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders willing to
accept such appointment a successor L/C Issuer hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant L/C Issuer, except as expressly provided above. If an L/C Issuer
resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). 

Section 10.08.    Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality
of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ managers, administrators, directors, officers, employees, trustees, partners, investors, funding sources, investment advisers
and agents, including accountants, legal counsel and other advisors on a “need to know basis” (it being understood that the Persons to whom such disclosure is made will be 

  
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informed of the confidential nature of such Information and agree to keep such Information confidential); (b) to the extent required or requested by any Governmental Authority or
self-regulatory authority having or asserting jurisdiction over such Person (including any Governmental Authority regulating any Lender or its Affiliates); provided that the Administrative Agent or such Lender, as applicable, agrees that it
will notify the Borrower as soon as practicable in the event of any such disclosure by such Person (other than at the request of a regulatory or self-regulatory authority) unless such notification is prohibited by law, rule or regulation;
(c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; provided that the Administrative Agent or such Lender, as applicable, agrees that it will notify the Borrower as soon as
practicable in the event of any such disclosure by such Person (other than at the request of a regulatory or self-regulatory authority) unless such notification is prohibited by law, rule or regulation; (d) to any other party to this Agreement;
(e) subject to an agreement containing provisions at least as restrictive as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to (i) any direct or indirect contractual
counterparty to a Swap Contract, or any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective party (or its
Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder (other than any Person whom the Borrower has affirmatively
denied to provide consent to assignment in accordance with Section 10.07(b)(i)(A)); (f) with the prior written consent of the Borrower; (g) to the extent such Information becomes publicly available other than as a
result of a breach of this Section 10.08 or other obligation of confidentiality owed to the Borrower or its Affiliates or becomes available to the Administrative Agent, Collateral Agent, any Arranger, any Lender, any L/C
Issuer or any of their respective Affiliates on a non-confidential basis from a source other than a Loan Party or their respective Related Parties (so long as such source is not known (after due inquiry) to
the Administrative Agent, the Collateral Agent, such Arranger, such Lender, such L/C Issuer or any of their respective Affiliates to be bound by confidentiality obligations to any Loan Party or any of their respective Affiliates); (h) to any
rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to Loan Parties and their Subsidiaries received by it from such
Lender) or to the CUSIP Service Bureau or any similar organization; (i) to the extent such information is independently developed by the Administrative Agent, Collateral Agent, any Arranger, any Lender, any L/C Issuer or any of their respective
Affiliates; (j) subject to an agreement containing provisions at least as restrictive as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any pledgee referred to in
Section 10.07(g); or (k) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of its rights
hereunder or thereunder. 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, settlement and management of this Agreement, the other Loan Documents, the Commitments and the Credit Extensions. For the purposes of this
Section 10.08, “Information” means all information received from the Loan Parties relating to any Loan Party, its Affiliates or its Affiliates’ directors, officers, employees, trustees, investment
advisers or agents, other than any such information that is publicly available to any Agent, any L/C Issuer or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08 or any
other confidentiality obligation owed to any Loan Party or their Affiliates. 
 Section 10.09.    Setoff. In
addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Administrative Agent, in respect of any unpaid fees, costs and
expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries)


  
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to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) (other than escrow, payroll, petty cash,
trust and Tax accounts) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Administrative Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against
any and all Obligations owing to such Lender and its Affiliates or the Administrative Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made
demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set
off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its
other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the
Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided
that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies
(including other rights of setoff) that the Administrative Agent and such Lender may have at Law. 

Section 10.10.    Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan
Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any
Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the
interest contracted for, charged or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium rather
than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

 Section 10.11.    Counterparts. This Agreement and each other Loan Document may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic transmission of an executed counterpart of a signature page to this
Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by facsimile or
other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile or other
electronic transmission. 
 Section 10.12.    Integration. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. Subject to Section 10.20, in
the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or
the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any
party, but rather in accordance with the fair meaning thereof. 

  
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 Section 10.13.    Survival of Representations and Warranties. All
representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or
unsatisfied or any Letter of Credit shall remain outstanding. 
 Section 10.14.    Severability. If any
provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be
affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the
illegal, invalid or unenforceable provisions; provided that the Lenders shall charge no fee in connection with any such amendment. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.14, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be
limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the L/C Issuers, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited. 

Section 10.15.    GOVERNING LAW. 

(a)    THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK. 
 (b)    ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK SITTING IN NEW YORK COUNTY (BOROUGH OF MANHATTAN) OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND AGREES THAT IT WILL NOT COMMENCE OR SUPPORT ANY SUCH ACTION OR PROCEEDING IN ANOTHER JURISDICTION. EACH LOAN PARTY, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES (TO THE
EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN
RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN
FACSIMILE) IN 

  
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SECTION 10.02. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW. 
 Section 10.16.    WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON
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 AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.16. 
 Section 10.17.    Binding
Effect. This Agreement shall become effective when it shall have been executed and delivered by the Loan Parties and each other party hereto and the Administrative Agent shall have been notified by each Lender and L/C Issuer that each such
Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Loan Parties, each Agent and each Lender and their respective successors and assigns, in each case in accordance with
Section 10.07 (if applicable) and except that no Loan Party shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by
Section 7.04. 
 Section 10.18.    USA Patriot Act. Each Lender that is subject to
the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that
identifies each Loan Party, which information includes the name, address and Tax identification number of such Loan Party and other information regarding such Loan Party that will allow such Lender or the Administrative Agent, as applicable, to
identify such Loan Party in accordance with the USA Patriot Act. This notice is given in accordance with the requirements of the USA Patriot Act and is effective as to the Lenders and the Administrative Agent. Additionally, each Loan Party agrees to
provide to the Administrative Agent or any Lender from time to time all additional documentation and other information about such Loan Party required under applicable “know your customer” and anti-money laundering rules and regulations,
including the USA Patriot Act, that has been reasonably requested in writing by the Administrative Agent or such Lender. 

Section 10.19.    No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction
contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that:
(i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arrangers are arm’s-length commercial transactions between the Loan Parties and
their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and Tax advisors to the extent it has deemed
appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent,
the Arrangers and each Lender each is and has been acting solely as a principal 

  
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and, except as expressly agreed in writing by the relevant parties or except as otherwise provided herein, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each
Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range
of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor the Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan
Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach
or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

Section 10.20.    Intercreditor Agreements. Each Lender hereunder (a) agrees that it will be bound by and
will take no actions contrary to the provisions of any Customary Intercreditor Agreement and (b) authorizes and instructs the Administrative Agent to enter into any Customary Intercreditor Agreement as Administrative Agent and on behalf of such
Lender. In the event of any conflict or inconsistency between the provisions of any Customary Intercreditor Agreement and this Agreement, the provisions of such Customary Intercreditor Agreement shall control. 

Section 10.21.    Acknowledgement and Consent to Bail-In of EEA Financial
Institutions. Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising
under this Agreement, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a)    the application of any write-down or conversion powers by an EEA Resolution Authority to any such liabilities
arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and 
 (b)    the
effects of any Bail-in Action on any such liability, including, if applicable: 

(i)    a reduction, in full or in part, of any such liability; 

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership
in such EEA Financial Institution, its parent undertaking, or a bridge institution and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement; or 

(iii)    the variation of the terms of such liability in connection with the exercise of the write-down and
conversion powers of any EEA Resolution Authority. 
 Section 10.22.    OID Legend. THE LOANS HAVE BEEN ISSUED
WITH OID FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF THE LOANS MAY BE OBTAINED BY WRITING TO THE ADMINISTRATIVE AGENT AT ITS ADDRESS SPECIFIED HEREIN. 

  
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 ARTICLE XI 

GUARANTEE 

Section 11.01.    The Guarantee. Each Guarantor hereby jointly and severally with the other Guarantors
guarantees, as a primary obligor and not merely as a surety to each Secured Party and their respective permitted successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by
acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition
under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrower, and all other Secured Obligations from time to time owing to the
Secured Parties by any Loan Party under any Loan Document or any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations, including any future increases in the amount
thereof, being herein collectively called the “Guaranteed Obligations”); provided, however, that Guaranteed Obligations shall exclude all Excluded Swap Obligations. The Guarantors hereby jointly and severally agree
that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or
notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance
with the terms of such extension or renewal. 
 Section 11.02.    Obligations Unconditional. The obligations
of the Guarantors under Section 11.01 shall constitute a guaranty of payment when due and not of collection and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and
several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any
substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a
surety or Guarantor (except for payment in full), including any defense of setoff, counterclaim, recoupment or termination. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall
not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above: 

(a)    at any time or from time to time, without notice to the Guarantors, to the extent permitted by Law, the time for
any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be amended or waived; 

(b)    any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement
or instrument referred to herein or therein shall be done or omitted; 
 (c)    the maturity of any of the Guaranteed
Obligations shall be accelerated, extended or renewed or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or
waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt
with; 

  
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 (d)    any Lien or security interest granted to, or in favor of, an L/C
Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be or remain perfected or the existence of any intervening Lien or security interest; or 

(e)    the release of any other Guarantor pursuant to Section 11.09. 

The Guarantors hereby expressly waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and, to the
extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred
to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver,
termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to
have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This
Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and
the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which
may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding
in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during
the term of this Agreement there may be no Guaranteed Obligations outstanding. 

Section 11.03.    Reinstatement. The obligations of the Guarantors under this
Article XI shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be
otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. 

Section 11.04.    Subrogation; Subordination. Each Guarantor hereby agrees that until the payment in full in
cash and satisfaction in full of all Guaranteed Obligations (other than Cash Management Obligations, obligations pursuant to Secured Hedge Agreements and contingent obligations, in each case not yet due and owing, and Letters of Credit that have
been Cash Collateralized or backstopped) and the expiration and termination of the Commitments of the Lenders under this Agreement it shall subordinate any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of
any performance by it of its guarantee in Section 11.01, whether by subrogation, contribution or otherwise, against the Borrower or a Subsidiary Guarantor of any of the Guaranteed Obligations or any security for any of the
Guaranteed Obligations. 
 Section 11.05.    Remedies. The Guarantors jointly and severally agree that, as
between the Guarantors and the Lenders, the obligations of the Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have
become automatically due and payable in the circumstances provided in Section 8.02) for purposes of Section 11.01, notwithstanding any stay, injunction or other prohibition preventing such
declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the 

  
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event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become
due and payable by the Guarantors for purposes of Section 11.01. 

Section 11.06.    [Reserved]. 

Section 11.07.    Continuing Guarantee. The guarantee in this Article XI is a
continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising. 

Section 11.08.    General Limitation on Guarantee Obligations. In any action or proceeding involving any state
corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under
Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under
Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other Person, be automatically limited and
reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee) that is valid and
enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. 

Section 11.09.    Release of Guarantors and Collateral. If, in compliance with the terms and provisions
of the Loan Documents, (i) all or substantially all of the Equity Interests of any Guarantor are sold or otherwise transferred to a Person or Persons none of which is a Loan Party in a transaction permitted hereunder or (ii) any Guarantor
ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, such Guarantor shall be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the
other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be
automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release
described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents. 
 When
all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations
and obligations pursuant to Secured Hedge Agreements), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop
letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and the Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive
such repayment pursuant to the terms of this Agreement. 
 In addition: (i) upon termination of the Aggregate Commitments and payment
in full of all Obligations (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other
than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), all Liens on all property granted to or held by the
Collateral Agent under any Loan Document shall automatically be released, (ii) at the time the property subject to such Lien is Disposed as part of or in connection with any Disposition permitted hereunder, the Lien on such property granted to
or 

  
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held by the Collateral Agent under any Loan Document shall automatically be released, (iii) subject to Section 10.01, if the release of a Lien on any property
granted to or held by the Collateral Agent under any Loan Document is approved, authorized or ratified in writing by the Required Lenders, such Lien on such property shall automatically be released upon the date so approved, authorized or ratified,
or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to the first paragraph of this Section 11.09, all Liens on the
property of such Guarantor granted to or held by the Collateral Agent under any Loan Document shall automatically be released. 

Section 11.10.    Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor
shall have paid more than its Proportionate Share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its Proportionate Share of such
payment. With respect to any Guarantor, its “Proportionate Share” shall be an amount equal to the amount of any payment made by any Guarantor in respect of any Guaranteed Obligations in each case multiplied by a fraction, of which the
numerator shall be the net worth of such Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to
Section 6.11, the date of the supplement hereto executed and delivered by such Guarantor). Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 11.04.
The provisions of this Section 11.10 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent, the L/C Issuers and the Lenders, and each Guarantor shall remain liable to the
Administrative Agent, the L/C Issuers and the Lenders for the full amount guaranteed by such Guarantor hereunder. 

Section 11.11.    Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely,
unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided,
however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this
Section 11.11, or otherwise under this Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor
under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other
than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash
Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this
Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 

[Signature Pages Follow] 

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

					
	BLUCORA, INC.
		
	By:	 	 /s/ Eric M. Emans

		 	Name:	 	Eric M. Emans
		 	Title:	 	Chief Financial Officer
	
	TAXACT HOLDINGS, INC.
		
	By:	 	 /s/ Eric M. Emans

		 	Name:	 	Eric M. Emans
		 	Title:	 	Chief Financial Officer
	
	TAXACT, INC.
		
	By:	 	 /s/ Eric M. Emans

		 	Name:	 	Eric M. Emans
		 	Title:	 	Chief Financial Officer
	
	PROJECT BASEBALL SUB, INC.
		
	By:	 	 /s/ Eric M. Emans

		 	Name:	 	Eric M. Emans
		 	Title:	 	Chief Financial Officer
	
	H. D. VEST, INC.
		
	By:	 	 Robert D. Oros

		 	Name:	 	Robert D. Oros
		 	Title:	 	Chief Executive Officer
	
	HDV HOLDINGS, INC.
		
	By:	 	 Robert D. Oros

		 	Name:	 	Robert D. Oros
		 	Title:	 	President



  
 [Signature Page to Credit
Agreement] 








 
					
	H. D. VEST ADVISORY SERVICES, INC.
		
	By:	 	 Robert D. Oros

		 	Name:	 	Robert D. Oros
		 	Title:	 	Chief Executive Officer
	
	H.D. VEST INSURANCE AGENCY, L.L.C.
		
	By:	 	 Robert D. Oros

		 	Name:	 	Robert D. Oros
		 	Title:	 	Chief Executive Officer
	
	H. D. VEST INSURANCE AGENCY, LIMITED LIABILITY COMPANY
		
	By:	 	 Robert D. Oros

		 	Name:	 	Robert D. Oros
		 	Title:	 	Chief Executive Officer
	
	H. D. VEST INSURANCE AGENCY, LLC
		
	By:	 	 Robert D. Oros

		 	Name:	 	Robert D. Oros
		 	Title:	 	Chief Executive Officer



  
 [Signature Page to Credit
Agreement] 








 
					
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, L/C Issuer and Lender
		
	By:	 	 /s/ Doreen Barr

		 	Name:	 	Doreen Barr
		 	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Warrant Van Heyst

		 	Name:	 	Warren Van Heyst
		 	Title:	 	Authorized Signatory



  
 [Signature Page to Credit
Agreement] 








 
					
	KEYBANK NATIONAL ASSOCIATION, as L/C Issuer and Lender
		
	By:	 	 /s/ Jeff Kalinowski

		 	Name:	 	Jeff Kalinowski
		 	Title:	 	Senior Vice President



  
 [Signature Page to Credit
Agreement] 








 
					
	SUNTRUST ROBINSON HUMPHREY, INC., as Lender
		
	By:	 	 /s/ Richard W. Jantzen

		 	Name:	 	Richard W. Jantzen, III
		 	Title:	 	Vice President



  
 [Signature Page to Credit
Agreement] 








 Schedule I: Subsidiary Guarantors 

 

			
	 No.
	  	 Subsidiary Guarantors

	 1.
	  	TaxACT Holdings, Inc., a Delaware corporation
		
	 2.
	  	TaxACT Inc., a Delaware corporation
		
	 3.
	  	Project Baseball Sub, Inc.
		
	 4.
	  	H.D. Vest, Inc.
		
	 5.
	  	HDV Holdings, Inc.
		
	 6.
	  	H. D. Vest Advisory Services, Inc., a Texas corporation
		
	 7.
	  	H. D. Vest Insurance Agency, LLC, a Texas limited liability company
		
	 8.
	  	H.D. Vest Insurance Agency, L.L.C.., a Massachusetts limited liability company
		
	 9.
	  	H. D. Vest Insurance Agency, Limited Liability Company., a Montana limited liability company








 Schedule 1.01: Commitments 

 

									
	 Lender
	  	Initial Term Commitment	 	  	Revolving Credit
Commitment	 
	 Credit Suisse AG, Cayman Islands Branch
	  	$	375,000,000	 	  	$	25,000,000	 
	 KeyBank National Association
	  	$	0	 	  	$	12,500,000	 
	 SunTrust Robinson Humphrey, Inc.
	  	$	0	 	  	$	12,500,000	 
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	375,000,000	 	  	$	50,000,000	 
		  	  
	  
	 	  	  
	  
	 

  

					
	 L/C Issuer
	  	Letter of Credit Sublimit	 
	 Credit Suisse AG, Cayman Islands Branch
	  	$	5,625,000	 
	 KeyBank National Association
	  	$	1,875,000	 
		  	  
	  
	 
	 Total
	  	$	7,500,000	 
		  	  
	  
	 








 Schedule 4.01(a): Closing Date Documents 

 

	1.	Control Agreement by and among Borrower, the Collateral Agent, and Bank of America, N.A., with respect to the Redemption Proceeds. 








 Schedule 5.06: Litigation 

None. 







 Schedule 5.07: Real Property 

None. 







 Schedule 5.10: Plans 

1. HD Vest Wealth Management Support Quarterly Bonus Plan, effective January 1, 2012 and modified effective January 1, 2015. 

2. HD Vest Annual Business Development Bonus Plan, effective January 1, 2014 and amended January 1, 2015. 

3. HD Vest Annual Bonus Plan, effective January 1, 2012 and updated January 1, 2015. 

4. HD Vest Commission Incentive Plan, effective January 1, 2012. 

5. HD Vest 401(k) Plan. 
 6. HD Vest Health and Welfare Program:

  

	 	(i)	Medical insurance through Blue Cross Blue Shield of Texas, Group No. XXXX 

  

	 	(ii)	Wellness program through Aduro, Inc. 

  

	 	(iii)	Dental insurance through CIGNA Health and Life Insurance Company, Policy Nos. XXXX and XXXX 

  

	 	(iv)	Vision insurance through Vision Service Plan, Policy No. XXXX 

  

	 	(v)	Group Disability insurance through Life Insurance Company of North America, Policy No. XXXX 

  

	 	(vi)	Short Term Disability insurance through Life Insurance Company of North America, Policy No. XXXX 

  

	 	(vii)	Group Term Life and Supplemental Term Life insurance through Life Insurance Company of North America, Policy No. XXXX 

  

	 	(viii)	Group Accident and Supplemental Accident insurance through Life Insurance Company of North America, Policy No. XXXX 

  

	 	(ix)	Blanket Accident insurance through Life Insurance Company of North America, Policy No. XXXX 

  

	 	(x)	Employee Assistance Plan (EAP) through CIGNA Group Life Insurance Company 

  

	 	(xi)	HD Vest Cafeteria Plan 

 7. HD Vest Salary Continuation Plan 

8. The following HR Policies: 
  

	 	(i)	Dock Pay & Salary Basis Compensation 

  

	 	(ii)	On-Call and Call-Back Pay 

  

	 	(iii)	Shift Differential 








 9. The benefits and compensation policies in the HD Vest Employee Handbook (January 1, 2015), including: 

 

	 	(i)	Bonuses & Incentive Programs 

  

	 	(ii)	Paid Time Off (PTO) 

  

	 	(iii)	Paid Holidays 

  

	 	(iv)	Miscellaneous Paid Absences 

  

	 	(v)	Leave of Absence 

  

	 	(vi)	Career Growth / Educational Assistance 

 11. HDV Holdings enters into offer letters with employees that do not
materially deviate from the following templates: External Exempt - No Bonus 
  

	(i)	External Exempt - WMS Qtrly Bonus Plan 

  

	(ii)	External Exempt - HDV Annual Bonus Plan 

  

	(iii)	External Exempt - Annual Business Development Bonus Plans 

  

	(iv)	External Non-Exempt - No Bonus 

  

	(v)	External Non-Exempt - Provisional TM 

 12. TaxAct Medical Insurance
Plan through Wellmark Blue Cross 
 13. TaxAct Dental Insurance through Delta Dental 

14. TaxAct Vision Insurance through Vision Service Plan 
 15.
TaxAct Flexible Spending Accounts through WageWorks 
 16. TaxAct Health Savings Accounts through WageWorks 

17. TaxAct Health Advocacy Services through Health Advocate 

18. TaxAct Life (and Voluntary Life) and AD&D Insurance through Sun Life 

19. TaxAct Long & Short Term Disability Insurance through Sun Life 

20. TaxAct Employee Assistance Program through Sun Life 
 21.
TaxAct Professional Development Reimbursement Plan 
 22. TaxAct Gym Subsidy 

23. TaxACT Paid Time-off for regular full and part-time employees below VP level. 

24. TaxACT Sick Time for regular full and part-time employees below VP level. 

25. TaxACT holidays for regular full and part-time employees (6 plus 4 floating) 







 Schedule 5.21: Subsidiaries; Equity Interests 

 

											
	 Issuer

(Subsidiary)
	  	 Holder/Grantor
	  	 Type of
Organization
	    	% of
Shares
Owned	    	 Total

Shares
Outstanding
	    	 Certificate

No(s).

	 TaxACT Holdings, Inc.
	  	Blucora, Inc.	  	Corporation	    	100%	    	100	    	3
	 Go2Net, Inc.
	  	Blucora, Inc.	  	Corporation	    	100%	    	100	    	CS-2
	 H.D. Vest, Inc.
	  	HDV Holdings, Inc.	  	Corporation	    	100%	    	20,000	    	A-2
	 H.D. Vest Investment Securities, Inc.
	  	H.D. Vest, Inc.	  	Corporation	    	100%	    	546,000	    	48 and 50
	 H. D. Vest Advisory Services, Inc.
	  	H.D. Vest, Inc.	  	Corporation	    	100%	    	1,000	    	01 and 02
	 H. D. Vest Insurance Agency, LLC (Texas)
	  	H.D. Vest, Inc.	  	Limited Liability Company	    	100%	    		    	Uncertificated
	 H.D. Vest Insurance Agency, L.L.C. (Mass.)
	  	H.D. Vest, Inc.	  	Limited Liability Company	    	100%	    		    	Uncertificated
	 H. D. Vest Insurance Agency, Limited Liability Company. (Mont.)
	  	H.D. Vest, Inc.	  	Limited Liability Company	    	100%	    		    	Uncertificated
	 HDV Holdings, Inc.
	  	Project Baseball Sub, Inc.	  	Corporation	    	100%	    	985.0344	    	16
	 Project Baseball Sub, Inc.
	  	TaxACT, Holdings, Inc.	  	Corporation	    	95.52%	    	750,000 Class A Common Stock, 19,075 Class B Non-Voting Capital Stock	    	A-2, B-10
	 TaxACT, Inc.
	  	TaxACT Holdings, Inc.	  	Corporation	    	100%	    	1	    	CS-101
	 SimpleTax Software, Inc.
	  	TaxACT, Inc.	  	Corporation	    	100%	    	120 Common, 1 Class A, 1 Class B, 1 Class C	    	6, 7, 3A, 4A, 3B, 4B, 3C, 4C








 Schedule 6.13(b) Post-Closing Matters 

 

	1.	The Borrower shall deliver an endorsement naming the Administrative Agent on behalf of the Lenders as Loss Payee thereunder for the Borrower’s property insurance policy within 4 Business Days of the Closing Date
(or such longer period as the Administrative Agent may agree in its discretion). 

  

	2.	The Borrower shall deliver an executed Deposit Account Control Agreement among the Administrative Agent, Wells Fargo Bank, National Association (“Wells Fargo”) and the Loan Parties party thereto for each
pledged Deposit Account for which Wells Fargo is the depositary bank within 4 Business Days of the Closing Date (or such longer period as the Administrative Agent may agree in its discretion). 


 

	3.	The Borrower shall deliver an executed Control Agreement among the Administrative Agent, Morgan Stanley Smith Barney LLC and the Company with respect to Account No.: XXXX within 4 Business Days of the Closing Date (or
such longer period as the Administrative Agent may agree in its discretion). 








 Schedule 7.01(b): Existing Liens 

1. 
  

											
	 NO.
	  	 LOAN PARTY
/
DEBTOR
	  	 SECURED PARTY
	  	 FILING

JURISDICTION
	  	DATE OF
INITIAL
FILING	  	FILING NUMBER
	1.	  	H.D. Vest, Inc.	  	Key Equipment Finance Inc.	  	Texas Secretary of State	  	04/06/2012	  	12-0010836708
						
	2.	  	H.D. Vest, Inc.	  	Ricoh USA Inc	  	Texas Secretary of State	  	12/19/2016	  	16-0040842792
						
	3.	  	Blucora, Inc.	  	CIT Finance LLC	  	Delaware Secretary of State, Division of Corporations	  	3/30/2012	  	20121245077

 2. Blucora, Inc. pledge of cash or cash equivalents to secure reimbursement obligation under that certain irrevocable
standby letter of credit issued by Bank of America, N.A. to Plaza Center Property LLC in an amount not to exceed $850,000.00, together with all amendments and replacements thereof. 







 Schedule 7.02(f): Existing Investments 

1. 
  

											
	 Issuer

(Subsidiary)
	  	 Holder/Grantor
	  	 Type of

Organization
	  	% of
Shares
Owned	    	 Total

Shares
Outstanding
	    	 Certificate

No(s).

	 TaxACT Holdings, Inc.
	  	Blucora, Inc.	  	Corporation	  	100%	    	100	    	3
	 Go2Net, Inc.
	  	Blucora, Inc.	  	Corporation	  	100%	    	100	    	CS-2
	 H.D. Vest, Inc.
	  	HDV Holdings, Inc.	  	Corporation	  	100%	    	20,000	    	A-2
	 H.D. Vest Investment Securities, Inc.
	  	H.D. Vest, Inc.	  	Corporation	  	100%	    	546,000	    	48 and 50
	 H. D. Vest Advisory Services, Inc.
	  	H.D. Vest, Inc.	  	Corporation	  	100%	    	1,000	    	01 and 02
	 H. D. Vest Insurance Agency, LLC (Texas)
	  	H.D. Vest, Inc.	  	Limited Liability Company	  	100%	    		    	Uncertificated
	 H.D. Vest Insurance Agency, L.L.C. (Mass.)
	  	H.D. Vest, Inc.	  	Limited Liability Company	  	100%	    		    	Uncertificated
	 H. D. Vest Insurance Agency, Limited Liability Company. (Mont.)
	  	H.D. Vest, Inc.	  	Limited Liability Company	  	100%	    		    	Uncertificated
	 HDV Holdings, Inc.
	  	Project Baseball Sub, Inc.	  	Corporation	  	100%	    	985.0344	    	16
	 Project Baseball Sub, Inc.
	  	TaxACT, Holdings, Inc.	  	Corporation	  	95.52%	    	750,000 Class A Common Stock, 19,075 Class B Non-Voting Capital Stock	    	A-2, B-10
	 TaxACT, Inc.
	  	TaxACT Holdings, Inc.	  	Corporation	  	100%	    	1	    	CS-101
	 SimpleTax Software, Inc.
	  	TaxACT, Inc.	  	Corporation	  	100%	    	120 Common, 1 Class A, 1 Class B, 1 Class C	    	6, 7, 3A, 4A, 3B, 4B, 3C, 4C









	2.	The Deposit Accounts set forth in Schedule 9 of the Perfection Certificate and the Securities Accounts set forth in Schedule 10 of the Perfection Certificate are incorporated herein by reference. 


 

	3.	Promissory Note, dated as of September 3, 2014, in the principal amount of $50,000.00 made by Davin Carey, Carey & Hanna, CPAs, to BD Subsidiary. 


 

	4.	Promissory Note, dated as of June 30, 2015, in the principal amount of $100,000.00 made by Davin Carey, Carey & Hanna, CPAs, to BD Subsidiary. 


 

	5.	Promissory Note, dated as of May 14, 2015, in the principal amount of $100,000.00 made by Michael Kobbs and MRK Financial Solutions, Inc., to BD Subsidiary. 


 

	6.	Promissory Note, dated October 6, 2015, in the principal amount of $15,000.00 made by Brian Lamont Royster to BD Subsidiary. 

  

	7.	BD Subsidiary’s FINRA Central Registration Depository Account. 

  

	8.	Advisory Services Subsidiary’s FINRA Investment Adviser Registration Depository Account. 








 Schedule 7.03(b): Existing Indebtedness 

1. Capitalized Leases: 
  

													
	 Leasing
Company
	  	 Description
	  	 Loan Party
	  	 Lease Inception
	  	 Term
	  	Contractual
Monthly
Payment	 
	 Xerox
	  	 X70EX2 - Print Server
	  	 H.D. Vest, Inc.
	  	1/20/2012	  	60 Months	  	$	336.83	 
	 Xerox
	  	 External X700 Press (Printer)
	  	 H.D. Vest, Inc.
	  	1/20/2012	  	60 Months	  	$	721.26	 
	 Ricoh
	  	 Plockmatic Booklet Finisher
	  	 H.D. Vest, Inc.
	  	5/1/2012	  	60 Months	  	$	391.00	 
	 Ricoh
	  	 Printer Pro 1107
	  	 H.D. Vest, Inc.
	  	5/1/2012	  	60 Months	  	$	1,851.93	 

 2.    All indebtedness evidenced by the liens set forth on Schedule 7.01(b) to the Credit Agreement
is incorporated herein by reference. 
 3.    Borrower’s 4.25% Convertible Senior Notes due 2019, issued by Borrower on
March 15, 2013. 







 Schedule 7.08: Affiliate Transactions 

None. 







 Schedule 7.09: Burdensome Agreements 

None. 







 Schedule 10.02: Administrative Agent’s Office, Certain Addresses for Notices 

If to Loan Party: 
 Blucora, Inc. 

6333 North State Highway 161, Sixth Floor 

Irving, Texas 75038 
 Attention:
Wendy Walton 
 Fax: 972-870-6451 

Email: wendy.walton@blucora.com 
 If to the
Administrative Agent: 
 Credit Suisse AG 

Eleven Madison Avenue, 9th Floor 

New York, NY 10010 
 Attention:
Agency Manager 
 Fax: (212) 322-2291 

Email: agency.loanops@credit-suisse.com 







 EXHIBIT A 

FORM OF COMMITTED LOAN NOTICE 

            , 20     

Credit Suisse AG, Cayman Islands Branch, 
 as Administrative
Agent 
 Eleven Madison Avenue 
 9th Floor 

New York, New York 10010 
 Attention: Fay Rollins 

Phone: 1-212-325-9041 

Fax: 1-212-325-8315 

Email: fay.rollins@credit-suisse.com 

Re:    Committed Loan Notice 

Ladies and Gentlemen: 
 Reference is made to that certain Credit
Agreement, dated as of May 22, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined),
among Blucora, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, the other Loan Parties from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as the Administrative
Agent. 
 The undersigned hereby requests (select one): 
  

							
	 ☐  A Revolving Credit Borrowing
	  	 ☐  A conversion or continuation of Revolving Credit
Loans

		
	 ☐  A Term Borrowing
	  	 ☐  A conversion or continuation of Term Loans


  

	 	1.	On
                                         
        (a Business Day). 

  

	 	2.	In the principal amount of
$                                         
   . 

  

	 	3.	Comprised of
                                         
                   . 


	 	                                  
      [Type	of Loan requested] 

  

	 	4.	For Eurodollar Rate Loans: with an Interest Period of          months. 

  

	 	5.	Wire Instructions: 

 The Revolving Credit Borrowing, if any, requested herein complies with the requirements of
the proviso to the first sentence of Section 2.01(b) of the Credit Agreement. 

  
 A-1 








 
			
	Very truly yours,
	
	BLUCORA, INC.
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-2 








 EXHIBIT B 

FORM OF COMPLIANCE CERTIFICATE 

                    ,
20     
 Credit Suisse AG, Cayman Islands Branch, 

as Administrative Agent 
 Eleven Madison Avenue 

9th Floor 
 New York, New York 10010 

Attention:
                                 

Each Lender party to the 
    Credit Agreement
referred to below 
 Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement, dated as of May 22, 2017, among Blucora, Inc., a Delaware corporation (the
“Borrower”), the lenders from time to time party thereto (the “Lenders”), the other Loan Parties from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as the Administrative Agent (the
“Administrative Agent”) (as the same may be amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; terms defined therein being used herein as therein
defined). Pursuant to Section 6.02(a) of the Credit Agreement, the undersigned hereby certifies to the Administrative Agent and the Lenders as follows: 

(a)    I am a duly elected Responsible Officer of the Borrower. 

(b)    I am familiar with the terms of the Credit Agreement and the other Loan Documents, and I have made, or have caused
to be made under my supervision, a review in reasonable detail of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements. 

(c)    The review described in paragraph (b) above did not disclose, and I have no knowledge of, the existence of any
condition or event that constitutes or constituted a Default, Event of Default or an event, condition or circumstance requiring a mandatory prepayment under Sections 2.05(b)(ii) through (vi) of the Credit Agreement at the end of the accounting
period covered by the attached financial statements or as of the date of this Compliance Certificate. [If unable to provide the foregoing certification, fully describe the nature and extent of the Default, Event of Default or required mandatory
prepayment and the actions the Borrower has taken or proposes to take with respect thereto.] 
 (d)    Set forth on
Attachment I hereto are changes, if any, in the identity of any of the Restricted Subsidiaries or Unrestricted Subsidiaries for such period. 

  
 B-1 








 (e)    [Set forth on Attachment II hereto are calculations of the
Available Amount, Consolidated First Lien Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and the Consolidated Secured Net Leverage Ratio, and solely with respect to the delivery concurrently with the financial statements referred to
in Section 6.01(a) of the Credit Agreement, a calculation of Excess Cash Flow for such fiscal year, which calculations are true, complete and correct in all material respects and, in the case of the Consolidated Total Net Leverage Ratio, shows
compliance with Section 7.11 of the Credit Agreement to the extent applicable, in each case for the fiscal quarter of the Borrower ending
[                    ].] 
 Signature
Page Follows 

  
 B-2 








 
			
	Very truly yours,
	
	 BLUCORA, INC.,
 as the
Borrower

		
	By:	 	  

		 	Name:
		 	Title:



  
 B-3 








 EXHIBIT C-1 

FORM OF TERM NOTE 
  

			
	
$                  
          
	  	                            , 2017
		  	New York, New York

 FOR VALUE RECEIVED, the undersigned Blucora, Inc., a Delaware corporation (the “Borrower”),
hereby unconditionally promises to pay to [                    ] or its registered assigns (the “Lender”) the principal sum
of                      ($        ) or, if less, the then unpaid principal amount of all Term
Loans (such term and each other capitalized term used herein without definition shall have the meanings assigned thereto in the Credit Agreement referred to below) made by the Lender to the Borrower pursuant to the Credit Agreement, in Dollars and
in immediately available funds, at the Administrative Agent’s Office on the Maturity Date. 
 The Borrower also hereby unconditionally
promises to pay interest in like currency and funds at the Administrative Agent’s Office on the unpaid principal amount of each Term Loan made by the Lender from the date of such Term Loan until paid at the rates and at the times provided in
Section 2.08 of the Credit Agreement. 
 This Term Note is one of the Term Notes referred to in the Credit Agreement, dated as of
May 22, 2017, among the Borrower, the lenders from time to time party thereto (including the Lender), the other Loan Parties from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as the Administrative Agent (as the same
may be amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), and is entitled to the benefits thereof and of the other Loan Documents. As provided in the Credit
Agreement, this Term Note is subject to mandatory repayment prior to the Maturity Date, in whole or in part. 
 In case an Event of Default
shall occur and be continuing, the principal of and accrued interest on this Term Note may be declared to be due and payable in the manner and with the effect provided in the Credit Agreement. 

The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Term Note, except as expressly set forth
in the Credit Agreement. No failure to exercise, or delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of any such rights. 

THIS TERM NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 

  
 C-1 - 1 








 THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS TERM NOTE, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 
  

			
	BLUCORA, INC.
		
	By:	 	  

		 	Name:
		 	Title:



  
 C-1 - 2 








 EXHIBIT C-2 

FORM OF REVOLVING CREDIT NOTE 
  

			
	
$                  
          
	  	                            , 2017
		  	New York, New York

 FOR VALUE RECEIVED, the undersigned Blucora, Inc., a Delaware corporation (the “Borrower”), hereby
unconditionally promises to pay to [                    ] or its registered assigns (the “Lender”) the principal sum of
                     ($        ) or, if less, the then unpaid principal amount of all Revolving
Credit Loans (such term and each other capitalized term used herein without definition shall have the meanings assigned thereto in the Credit Agreement referred to below) made by the Lender to the Borrower pursuant to the Credit Agreement, in
Dollars and in immediately available funds, at the Administrative Agent’s Office on the Maturity Date. 
 The Borrower also hereby
unconditionally promises to pay interest in like currency and funds at the Administrative Agent’s Office on the unpaid principal amount of each Revolving Credit Loan made by the Lender from the date of such Revolving Credit Loan until paid at
the rates and at the times provided in Section 2.08 of the Credit Agreement. 
 This Revolving Credit Note is one of the Revolving
Credit Notes referred to in the Credit Agreement, dated as of May 22, 2017, among the Borrower, the lenders from time to time party thereto (including the Lender), the other Loan Parties from time to time party thereto and Credit Suisse AG,
Cayman Islands Branch, as the Administrative Agent (as the same may be amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), and is entitled to the benefits thereof
and of the other Loan Documents. As provided in the Credit Agreement, this Revolving Credit Note is subject to mandatory repayment prior to the Maturity Date, in whole or in part. 

In case an Event of Default shall occur and be continuing, the principal of and accrued interest on this Revolving Credit Note may be declared
to be due and payable in the manner and with the effect provided in the Credit Agreement. 
 The Borrower hereby waives presentment, demand,
protest or notice of any kind in connection with this Revolving Credit Note, except as expressly set forth in the Credit Agreement. No failure to exercise, or delay in exercising, any rights hereunder on the part of the holder hereof shall operate
as a waiver of any such rights. 
 THIS REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 

  
 C-2 - 1 








 THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS REVOLVING CREDIT NOTE, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 

 

			
	BLUCORA, INC.
		
	By:	 	  

		 	Name:
		 	Title:



  
 C-2 - 2 








 EXHIBIT D 

FORM OF SOLVENCY CERTIFICATE 

[                    ],
20     
 This Solvency Certificate is being executed and delivered pursuant to Section 4.01(a)(ix) of
that certain Credit Agreement dated as of May 22, 2017 among Blucora, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, the other Loan Parties from time to time party thereto and Credit
Suisse AG, Cayman Islands Branch, as the Administrative Agent (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as
therein defined). 
 I,
[                    ], the [Chief Financial Officer/equivalent officer] of the Borrower, in such capacity and not in an
individual capacity, hereby certify as follows: 
  

	1.	I am the [Chief Financial Officer/equivalent officer] of the Borrower and I am generally familiar with the businesses and assets of the Borrower and its Subsidiaries, taken as a whole; I have made such other
investigations and inquiries as I have deemed appropriate; I am duly authorized to execute this Solvency Certificate on behalf of the Borrower pursuant to the Credit Agreement; and 


 

	2.	As of the date hereof and after giving effect to the Transactions and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement and the Transactions and any rights of, or
claims to, contribution that any Loan Party may have against any other Loan Party, (i) the sum of the debt (including contingent liabilities) of the Borrower and its Subsidiaries, taken as a whole, does not exceed the present fair saleable
value (on a going concern basis) of the assets of the Borrower and its Subsidiaries, taken as a whole; (ii) the capital of the Borrower and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the
Borrower or its Subsidiaries, taken as a whole, contemplated as of the date hereof; and (iii) the Borrower and its Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts (including current obligations and
contingent liabilities) beyond their ability to pay such debts as they mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of
the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of
Financial Accounting Standard No. 5). 

 [Remainder of page intentionally left blank] 

  
 D - 1 








 IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.

  

	
	  

	Name:
[                                        
]
	Title: [Chief Financial Officer/equivalent officer] of Blucora, Inc.



  
 D - 2 








 EXHIBIT E 

FORM OF SECURITY AGREEMENT 
 [To
be attached.] 

  
 Exhibit E - 1 








  

 
 SECURITY AGREEMENT 

among 
 BLUCORA, INC.,

 as the Borrower, 

THE SUBSIDIARIES OF BLUCORA, INC. PARTY HERETO, 

as Pledgors, 
 and

 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 

as Collateral Agent 

Dated as of May 22, 2017 
  

 
  







 TABLE OF CONTENTS 

 

							
	 ARTICLE I DEFINITIONS AND INTERPRETATION
	  	 	2	 
			
	 Section 1.1
	 	 Definitions
	  	 	2	 
			
	 Section 1.2
	 	 Interpretation
	  	 	9	 
			
	 Section 1.3
	 	 Resolution of Drafting Ambiguities
	  	 	9	 
			
	 Section 1.4
	 	 Perfection Certificate
	  	 	9	 
		
	 ARTICLE II GRANT OF SECURITY AND SECURED OBLIGATIONS
	  	 	10	 
			
	 Section 2.1
	 	 Grant of Security Interest:
	  	 	10	 
			
	 Section 2.2
	 	 Filings
	  	 	11	 
		
	 ARTICLE III PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF COLLATERAL
	  	 	12	 
			
	 Section 3.1
	 	 Delivery of Certificated Securities Collateral
	  	 	12	 
			
	 Section 3.2
	 	 Perfection of Uncertificated Securities Collateral
	  	 	13	 
			
	 Section 3.3
	 	 Financing Statements and Other Filings; Maintenance of Perfected Security Interest
	  	 	13	 
			
	 Section 3.4
	 	 Other Actions
	  	 	14	 
			
	 Section 3.5
	 	 Joinder of Additional Pledgors
	  	 	17	 
			
	 Section 3.6
	 	 Supplements; Further Assurances
	  	 	18	 
		
	 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS
	  	 	19	 
			
	 Section 4.1
	 	 Title
	  	 	19	 
			
	 Section 4.2
	 	 Validity of Security Interest
	  	 	19	 
			
	 Section 4.3
	 	 Pledgor Defense of Claims; Transferability of Collateral
	  	 	19	 
			
	 Section 4.4
	 	 Other Financing Statements
	  	 	20	 
			
	 Section 4.5
	 	 Chief Executive Office; Change of Name; Jurisdiction of Organization, etc.
	  	 	20	 
			
	 Section 4.6
	 	 Location of Inventory and Equipment
	  	 	21	 
			
	 Section 4.7
	 	 Corporate Names; Prior Transactions
	  	 	21	 
			
	 Section 4.8
	 	 Due Authorization and Issuance
	  	 	21	 
			
	 Section 4.9
	 	 Consents, etc.
	  	 	21	 
			
	 Section 4.10
	 	 Collateral
	  	 	22	 
			
	 Section 4.11
	 	 Insurance
	  	 	22	 
			
	 Section 4.12
	 	 Intellectual Property
	  	 	22	 
			
	 Section 4.13
	 	 Payment of Taxes; Compliance with Laws; Contesting Liens; Charges
	  	 	24	 
			
	 Section 4.14
	 	 Access to Collateral, Books and Records; Other Information
	  	 	24	 


  
 i 









							
	 ARTICLE V CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL
	  	 	25	 
			
	 Section 5.1
	 	 Pledge of Additional Securities Collateral
	  	 	25	 
			
	 Section 5.2
	 	 Voting Rights; Distributions; etc.
	  	 	25	 
			
	 Section 5.3
	 	 Default
	  	 	26	 
			
	 Section 5.4
	 	 Certain Agreements of Pledgors as Issuers and Holders of Equity Interests
	  	 	27	 
		
	 ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL
	  	 	27	 
			
	 Section 6.1
	 	 Grant of License
	  	 	27	 
			
	 Section 6.2
	 	 Registration
	  	 	27	 
			
	 Section 6.3
	 	 Protection of Collateral Agent’s Security
	  	 	27	 
		
	 ARTICLE VII CERTAIN PROVISIONS CONCERNING ACCOUNTS
	  	 	31	 
			
	 Section 7.1
	 	 Special Representation and Warranties
	  	 	31	 
			
	 Section 7.2
	 	 Maintenance of Records
	  	 	31	 
			
	 Section 7.3
	 	 Legend
	  	 	31	 
			
	 Section 7.4
	 	 Modification of Terms, etc.
	  	 	31	 
			
	 Section 7.5
	 	 Collection
	  	 	32	 
		
	 ARTICLE VIII TRANSFERS
	  	 	32	 
			
	 Section 8.1
	 	 Transfers of Collateral
	  	 	32	 
		
	 ARTICLE IX REMEDIES
	  	 	32	 
			
	 Section 9.1
	 	 Remedies
	  	 	32	 
			
	 Section 9.2
	 	 Notice of Sale
	  	 	34	 
			
	 Section 9.3
	 	 Waiver of Notice and Claims; Other Waivers; Marshalling
	  	 	34	 
			
	 Section 9.4
	 	 Standards for Exercising Rights and Remedies
	  	 	35	 
			
	 Section 9.5
	 	 No Waiver; Cumulative Remedies
	  	 	37	 
			
	 Section 9.6
	 	 Certain Additional Actions Regarding Intellectual Property
	  	 	37	 
		
	 ARTICLE X PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS; APPLICATION OF
PROCEEDS
	  	 	37	 
			
	 Section 10.1
	 	 Proceeds of Casualty Events and Collateral Dispositions
	  	 	37	 
			
	 Section 10.2
	 	 Application of Proceeds
	  	 	38	 


  
 ii 









							
	 ARTICLE XI MISCELLANEOUS
	  	 	38	 
			
	 Section 11.1
	 	 Concerning Collateral Agent
	  	 	38	 
			
	 Section 11.2
	 	 Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact
	  	 	39	 
			
	 Section 11.3
	 	 Continuing Security Interest; Assignment
	  	 	39	 
			
	 Section 11.4
	 	 Termination; Release; Reinstatement
	  	 	40	 
			
	 Section 11.5
	 	 Modification in Writing
	  	 	40	 
			
	 Section 11.6
	 	 Notices
	  	 	40	 
			
	 Section 11.7
	 	 Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial
	  	 	40	 
			
	 Section 11.8
	 	 Severability of Provisions
	  	 	42	 
			
	 Section 11.9
	 	 Execution in Counterparts
	  	 	42	 
			
	 Section 11.10
	 	 Business Days
	  	 	42	 
			
	 Section 11.11
	 	 Waiver of Stay
	  	 	42	 
			
	 Section 11.12
	 	 No Credit for Payment of Taxes or Imposition
	  	 	43	 
			
	 Section 11.13
	 	 No Claims Against Collateral Agent
	  	 	43	 
			
	 Section 11.14
	 	 No Release
	  	 	43	 
			
	 Section 11.15
	 	 Overdue Amounts
	  	 	43	 
			
	 Section 11.16
	 	 Obligations Absolute:
	  	 	43	 

  

			
	 SCHEDULES
	  	
		
	 Schedule 1
	  	 Filings, Registrations and Recordings

		
	 EXHIBITS
	  	
		
	 Exhibit 1
	  	 Form of Issuer’s Acknowledgment

	 Exhibit 2
	  	 Form of Pledge Amendment

	 Exhibit 3
	  	 Form of Joinder Agreement

	 Exhibit 4
	  	 Form of Securities Account Control Agreement

	 Exhibit 5
	  	 Form of Deposit Account Control Agreement

	 Exhibit 6
	  	 Form of Copyright Security Agreement

	 Exhibit 7
	  	 Form of Patent Security Agreement

	 Exhibit 8
	  	 Form of Trademark Security Agreement



  
 iii 








 SECURITY AGREEMENT 

This SECURITY AGREEMENT, dated as of May 22, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time
in accordance with the provisions hereof, this “Agreement”), made by Blucora, Inc., a Delaware corporation (the “Borrower”), and the Subsidiaries of the Borrower from time to time party hereto by execution of this
Agreement or otherwise by execution of a Joinder Agreement (the “Subsidiary Guarantors”) (the Borrower, together with the Subsidiary Guarantors, as pledgors, assignors and debtors and together with any successors, the
“Pledgors,” and each, a “Pledgor”), in favor of Credit Suisse AG, Cayman Islands Branch, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and
secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”). 
 R
E C I T A L S: 
 A.    The Borrower, the Subsidiary Guarantors, the
Collateral Agent, the other Agents party thereto and the lending institutions from time to time party thereto as lenders (the “Lenders”) have entered into that certain Credit Agreement, dated as of May 22, 2017 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). 

B.    The Borrower and the Subsidiary Guarantors have, pursuant to the Credit Agreement, unconditionally guaranteed the
Secured Obligations. 
 C.    Each Pledgor will receive substantial benefits from the execution, delivery and
performance of the Secured Obligations under the Credit Agreement and the other Loan Documents and is, therefore, willing to enter into this Agreement. 

D.    Each Pledgor is, or as to Collateral acquired by such Pledgor after the date hereof, will be, the legal and/or
beneficial owner of the Collateral pledged by it hereunder. 
 E.    This Agreement is given by each Pledgor in favor of
the Collateral Agent for the benefit of the Secured Parties to secure the payment and performance of all of the Secured Obligations. 

F.    It is a condition to the obligations of the Lenders to make the Loans under the Credit Agreement and the Secured
Parties to extend credit and make other accommodations pursuant to the arrangements giving rise to the other Secured Obligations that each Pledgor executes and delivers the applicable Loan Documents, including this Agreement. 

  
 1 








 A G R E E M E N T: 

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each Pledgor and the Collateral Agent hereby agree as follows: 
 ARTICLE I 

DEFINITIONS AND INTERPRETATION 

Section 1.1    Definitions. 

(a)    Unless otherwise defined herein or in the Credit Agreement, capitalized terms used herein that are defined in the
UCC have the meanings assigned to them in the UCC. 
 (b)    Terms used but not otherwise defined herein that are
defined in the Credit Agreement have the meanings assigned to them in the Credit Agreement. In addition, the following terms shall have the following meanings: 

“Additional Pledged Interests” means, collectively, with respect to each Pledgor, (a) all options, warrants, rights,
agreements, additional membership, partnership or other Equity Interests of whatever class of any issuer of Initial Pledged Interests or any interest in any such issuer, together with all rights, privileges, authority and powers of such Pledgor
relating to such interests in each such issuer or under any Organization Document of any such issuer, and the certificates, instruments and agreements representing such membership, partnership or other Equity Interests and any and all interest of
such Pledgor in the entries on the books of any financial intermediary pertaining to such membership, partnership or other Equity Interests, from time to time acquired by such Pledgor in any manner and (b) all membership, partnership or other
Equity Interests, as applicable, of each limited liability company, partnership or other entity (other than a corporation) held or owned by such Pledgor (to the extent not constituting Initial Pledged Interests) or hereafter acquired or formed by
such Pledgor and all options, warrants, rights, agreements, additional membership, partnership or other Equity Interests of whatever class of such limited liability company, partnership or other entity, together with all rights, privileges,
authority and powers of such Pledgor relating to such interests or under any Organization Document of any such issuer, and the certificates, instruments and agreements representing such membership, partnership or other Equity Interests and any and
all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such membership, partnership or other Equity Interests, from time to time acquired by such Pledgor in any manner. 

“Additional Pledged Shares” means, collectively, with respect to each Pledgor, (a) all options, warrants, rights, Equity
Interests, agreements, additional shares of capital stock of whatever class of any issuer of the Initial Pledged Shares or any other Equity Interest in any such issuer, together with all rights, privileges, authority and powers of such Pledgor
relating to such interests issued by any such issuer under any Organization Document of any such issuer, and the certificates, instruments and agreements representing such interests and any and all interest of such Pledgor in the entries on the
books of any financial intermediary pertaining to such interests, from time to time acquired by such Pledgor in any manner and (b) all the issued and outstanding shares of capital stock of each corporation held or owned by such Pledgor (to the
extent not constituting Initial Pledged Shares) or hereafter acquired or formed by such Pledgor and all options, warrants, rights, agreements or additional shares of capital stock of whatever class of such corporation, together with all rights,
privileges, authority and powers of such Pledgor relating to such shares or under any Organization Document of such corporation, and the certificates, instruments and agreements representing such shares and any and all interest of such Pledgor in
the entries on the books of any financial intermediary pertaining to such shares, from time to time acquired by such Pledgor in any manner. 

  
 2 








 “Agreement” has the meaning assigned to such term in the Preamble hereof. 

“Borrower” has the meaning assigned to such term in the Preamble. 

“Charges” means any and all property and other taxes, assessments and special assessments, levies, fees and all other
governmental charges imposed upon or assessed against, and all claims (including any landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s
Liens and other charges arising by operation of law) against, all or any portion of the Collateral. 
 “Collateral” has the
meaning assigned to such term in Section 2.1. 
 “Collateral Account” means any collateral
account or sub-account established by the Collateral Agent for the purpose of serving as a collateral account under this Agreement and all property from time to time on deposit in the Collateral Account. 

“Collateral Agent” has the meaning assigned to such term in the Preamble hereof. 

“Commodity Account Control Agreement” means a commodity account control agreement in a form that is reasonably satisfactory
to the Collateral Agent. 
 “Computer Hardware” means all rights (including rights as licensee and lessee) with respect to
(a) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, computer elements, card readers, tape drives, hard and soft disc drives, cables,
electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; and (b) any documentation for hardware, software and firmware described in clause (a), including flow charts, logic
diagrams, manuals, specifications, training materials, charts and pseudo codes; and all rights with respect thereto, including any and all licenses, options, warrants, service contracts, program services, test rights, maintenance rights, support
rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions, new versions or model conversions of any of the foregoing. 

“Computer Software” means all rights (including rights as licensee and lessee) with respect to all computer software,
software programs and databases designed for use on or in connection with Computer Hardware (including source code, object code and all related applications and data files), including (a) all operating system software, utilities and application
programs in any form; (b) any firmware associated with any of the foregoing; (c) any tangible embodiments of, and any documentation for, the software, programs, databases and firmware described in clauses (a), and (b) above, including
flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes; (d) all rights with respect any of the foregoing, including any and all licenses, options, warrants, service contracts, program services, test
rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions, new versions or model conversions of any of the foregoing; and (e) all income, fees, royalties,
damages, claims and payments now or hereafter due and/or payable with respect to any of the foregoing. 

  
 3 








 “Contracts” means, collectively, with respect to each Pledgor, all contracts,
agreements and grants (in each case, whether written or oral, or third party or intercompany), to which such Pledgor is a party, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof.

 “Control” means (a) in the case of each Deposit Account, “control,” as such term is defined in Section 9-104 of the UCC, and (b) in the case of any Security Entitlement, “control,” as such term is defined in Section 8-106 of the UCC and
(c) in the case of any Securities Account, Commodity Account or Commodity Contract, “control,” as such term is defined in Section 9-106 of the UCC. 

“Control Agreements” means, collectively, the Deposit Account Control Agreement(s), the Securities Account Control
Agreement(s) and the Commodity Account Control Agreement(s). 
 “Copyright Security Agreement” means an agreement
substantially in the form of Exhibit 6 hereto or such other form that is reasonably satisfactory to the Collateral Agent and the Borrower. 

“Copyrights” means, collectively, all works of authorship (whether or not protected by statutory or common law copyright,
whether established or registered in the United States or any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished) and all copyright registrations and applications, together
with any and all (a) tangible embodiments of any of the foregoing, (b) rights and privileges arising under applicable Laws with respect to the use of such copyrights, (c) reissues, renewals, continuations, modifications and extensions
thereof and derivative works, (d) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damages and payments for past, present or future infringements thereof, (e) rights
corresponding thereto throughout the world and (f) rights to sue for past, present or future infringements thereof. 
 “Credit
Agreement” has the meaning assigned to such term in Recital A hereof. 
 “Deposit Account Control
Agreement” means an agreement substantially in the form of Exhibit 5 hereto or such other form that is reasonably satisfactory to the Collateral Agent and the Borrower. 

“Deposit Accounts” means, collectively, with respect to each Pledgor, (a) all “deposit accounts” as such term
is defined in the UCC, each Collateral Account and all accounts and sub-accounts relating to any of the foregoing accounts and (b) all cash, funds, checks, notes and instruments from time to time on
deposit in any of the accounts or sub-accounts described in clause (a) of this definition. 

“Distributions” means, collectively, with respect to each Pledgor, all dividends, cash, options, warrants, rights,
instruments, distributions, returns of capital or principal, income, 

  
 4 








 
interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged Securities, from
time to time received, receivable or otherwise distributed to such Pledgor in respect of or in exchange for any or all of the Pledged Securities or Intercompany Notes. 

“Excluded Property” means any Excluded Assets (as defined in the Credit Agreement) of any Pledgor, whether now owned or
hereafter acquired or arising; provided that Excluded Property shall not include any Proceeds of property constituting an Excluded Asset; provided, further, that at such time as any of the foregoing property no longer
constitutes Excluded Property, such property shall immediately and automatically constitute Collateral and a Lien on and security interest in and to all of the right, title and interest of the applicable Pledgor in, to and under such property shall
immediately attach thereto as provided herein. 
 “General Intangibles” means, collectively, with respect to each Pledgor,
all “general intangibles,” as such term is defined in the UCC, now owned or hereafter acquired by such Pledgor and, in any event, shall include (a) all of such Pledgor’s rights, title and interest in, to and under all insurance
policies and coverages and Contracts, (b) all of such Pledgor’s interest in know-how and warranties relating to any of the Collateral or any Mortgaged Property, (c) any and all other rights,
claims, choses-in-action and causes of action of such Pledgor against any other Person and the benefits of any and all collateral or other security given by any other
Person in connection therewith, (d) all guarantees, endorsements and indemnifications on, or of, any of the Collateral or any Mortgaged Property, (e) all of Pledgor’s interest in lists, books, records, correspondence, ledgers,
printouts, files (whether in printed form or stored electronically), tapes and other papers or materials containing information relating to any of the Collateral or any Mortgaged Property, including all customer or tenant lists, identification of
suppliers, data, plans, blueprints, specifications, designs, drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing standards, performance standards, catalogs, research data,
computer and automatic machinery software and programs and the like, field repair data, accounting information pertaining to such Pledgor’s operations or any of the Collateral or any Mortgaged Property and all media in which or on which any of
the information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data, (f) all licenses, consents, permits, variances,
certifications, authorizations and approvals, however characterized, of any Governmental Authority (or any Person acting on behalf of a Governmental Authority) now or hereafter acquired or held by such Pledgor pertaining to operations now or
hereafter conducted by such Pledgor or any of the Collateral or any Mortgaged Property, including building permits, certificates of occupancy, environmental certificates, industrial permits or licenses and certificates of operation, and (g) all
rights to reserves, payment intangibles, deferred payments, deposits, refunds, indemnification of claims to the extent the foregoing relate to any Collateral or any Mortgaged Property and claims for tax or other refunds against any Governmental
Authority relating to any Collateral or any Mortgaged Property. 
 “Goodwill” means, collectively, with respect to each
Pledgor, the goodwill connected with such Pledgor’s business, including (a) all goodwill connected with the use of and symbolized by any Intellectual Property Collateral in which such Pledgor has any interest, (b) all of
Pledgor’s interest in know-how, trade secrets, customer and supplier lists, proprietary 

  
 5 








 
information, inventions, methods, plans, policies, procedures, formulae, descriptions, compositions, technical data, drawings, specifications, name plates, catalogs, confidential information and
the right to limit the use or disclosure thereof by any Person, pricing and cost information, business and marketing plans and proposals, consulting agreements, engineering contracts and such other assets which relate to such goodwill and
(c) all product lines of such Pledgor’s business. 
 “Initial Pledged Interests” means, with respect to each
Pledgor, all membership, partnership or other Equity Interests (other than in a corporation), as applicable, in each issuer listed on Schedule 4 of the Perfection Certificate, together with all rights, privileges, authority and powers of
such Pledgor in and to each such issuer or under any Organization Document of each such issuer, and the certificates, instruments and agreements representing such membership, partnership or other Equity Interests and any and all interests of
such Pledgor in the entries on the books of any financial intermediary pertaining to such membership, partnership or other Equity Interests. 

“Initial Pledged Shares” means, collectively, with respect to each Pledgor, the issued and outstanding shares of capital
stock in each issuer that is a corporation described on Schedule 4 of the Perfection Certificate (in the case of Project Baseball Sub, Inc., a Delaware corporation, only to the extent such interests are held by a Loan Party), together with all
rights, privileges, authority and powers of such Pledgor relating to such shares of capital stock in each such issuer or under any Organization Document of each such issuer, and the certificates, instruments and agreements representing such shares
of capital stock and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to the Initial Pledged Shares. 

“Instruments” means, collectively, with respect to each Pledgor, all “instruments,” as such term is defined in
Article 9, rather than Article 3, of the UCC, and shall include all promissory notes, drafts, bills of exchange or acceptances. 

“Intellectual Property Collateral” means, collectively, all (i) Patents, Trademarks, Copyrights, Computer Software and
Trade Secrets now owned or hereafter created or acquired by or assigned to such Pledgor, including, without limitation, the Patents, Trademarks (including Internet domain names) and Copyrights that are Registered and listed on Schedules 7(A), 7(B)
and 7(C) to the Perfection Certificate, (ii) License Agreements to which any Pledgor is now or hereafter becomes a party or beneficiary, including, without limitation, the License Agreements listed on Schedule 7(C) to the Perfection
Certificate, and (iii) Goodwill. 
 “Intercompany Notes” means, with respect to each Pledgor, the Intercompany Note
and all other intercompany notes listed on Schedule 5 of the Perfection Certificate and any intercompany notes hereafter acquired by such Pledgor, and all certificates, instruments or agreements evidencing any intercompany note and such other
intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof. 

“Investment Property” means any Security, whether certificated or uncertificated, Security Entitlement, Securities Account,
Commodity Contract or Commodity Account, excluding, however, the Securities Collateral. 

  
 6 








 “Joinder Agreement” means an agreement substantially in the form of
Exhibit 3 hereto or such other form that is reasonably satisfactory to the Collateral Agent and the Borrower. 

“Lenders” has the meaning assigned to such term in Recital A hereof. 

“License Agreements” means, collectively, all agreements, permits, consents, orders, franchises and covenants not to sue
relating to the license, development, use or disclosure of any Patent, Trademark, Copyright or Trade Secret, together with any and all (a) renewals, extensions, supplements and continuations thereof, (b) income, fees, royalties, damages,
claims and payments now and hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements or violations thereof, (c) rights to sue for past, present or future
infringements or violations thereof and (d) other rights to use, exploit or practice any or all of the Patents, Trademarks, Copyrights or Trade Secrets. 

“Motor Vehicles” means motor vehicles, tractors, trailers and other like property, whether or not the title thereto is
governed by a certificate of title or ownership. 
 “Patent Security Agreement” means an agreement substantially in the
form of Exhibit 7 hereto or such other form that is reasonably satisfactory to the Collateral Agent and the Borrower. 

“Patents” means, collectively, all patents, patent applications, utility models and statutory invention registrations
(whether established or registered or recorded in the United States or any other country or any political subdivision thereof), together with any and all (a) rights and privileges arising under applicable Laws with respect to the use of any
patents, (b) inventions and improvements described and charged therein, (c) reissues, divisions, continuations, renewals, extensions, modifications and
continuations-in-part thereof, (d) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto
including damages and payments for past, present or future infringements thereof, (e) rights corresponding thereto throughout the world and (f) rights to sue for past, present or future infringements thereof. 

“Perfection Certificate” means the perfection certificate dated as of the date hereof, executed and delivered by each Pledgor
party thereto in favor of the Collateral Agent for the benefit of the Secured Parties, and each other Perfection Certificate and any supplement thereto (which shall be in form and substance reasonably acceptable to the Collateral Agent) executed and
delivered by the applicable Pledgor in favor of the Collateral Agent for the benefit of the Secured Parties contemporaneously with the execution and delivery of each Joinder Agreement executed in accordance with
Section 3.5, in each case, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time by a Perfection Certificate Supplement or otherwise in accordance with the Credit Agreement.

 “Pledge Amendment” has the meaning assigned to such term in Section 5.1. 

“Pledged Interests” means, collectively, the Initial Pledged Interests and the Additional Pledged Interests. 

  
 7 








 “Pledged Securities” means, collectively, the Pledged Interests, the Pledged
Shares and the Successor Interests. 
 “Pledged Shares” means, collectively, the Initial Pledged Shares and the Additional
Pledged Shares. 
 “Pledgor” has the meaning assigned to such term in the preamble hereof. 

“Redemption Proceeds Account” means any Deposit Account or Securities Account to which the Redemption Proceeds shall be
deposited on the Closing Date, together with any successor, sub, linked or substitute account. 
 “Registered” means issued
by, registered with, renewed by or the subject of a pending application before any Governmental Authority or Internet domain name registrar. 

“Secured Obligations” has the meaning assigned to such term in the Credit Agreement and shall include interest, fees and
expenses that accrue after the commencement by or against any Pledgor or any Restricted Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees and
expenses are allowed claims in such proceeding. Notwithstanding anything to the contrary contained herein or in any other Loan Document, in no event will Secured Obligations include any Excluded Swap Obligations. 

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

“Securities Account Control Agreement” means an agreement substantially in the form of Exhibit 4
hereto or such other form that is reasonably satisfactory to the Collateral Agent and the Borrower. 
 “Securities
Collateral” means, collectively, the Pledged Securities, the Intercompany Notes and the Distributions. 
 “Subsidiary
Guarantors” has the meaning assigned to such term in the Preamble hereof. 
 “Successor Interests” means,
collectively, with respect to each Pledgor, all shares of each class of the capital stock of the successor corporation or interests or certificates of the successor limited liability company, partnership or other entity owned by such Pledgor (unless
such successor is such Pledgor itself) formed by or resulting from any consolidation or merger in which any Person listed on Schedule 1(c) of the Perfection Certificate is not the surviving entity. 

“Trade Secrets” means, collectively, (a) all know-how, trade secrets and
confidential or proprietary information, including customer and supplier lists, inventions, methods, plans, policies, procedures, formulae, descriptions, compositions, technical data, drawings, specifications, name plates, catalogs, pricing and cost
information and business and marketing plans and proposals, (b) all tangible embodiments of any of the foregoing, (c) the right to limit the use or disclosure of any of the foregoing by any Person, (d) all rights and privileges
arising under applicable Laws with respect to the use of any such information, (e) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with 

  
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respect thereto, including damages, claims and payments for past, present or future infringements or misappropriations thereof, (f) rights corresponding thereto throughout the world and
(g) rights to sue for past, present or future infringements thereof. 
 “Trademark Security Agreement” means an
agreement substantially in the form of Exhibit 8 hereto or such other form that is reasonably satisfactory to the Collateral Agent and the Borrower. 

“Trademarks” means, collectively, all trademarks, service marks,
slogans, logos, certification marks, trade dress, uniform resource locations (URL’s), domain names, corporate names and trade names, whether registered or unregistered, and all registrations and applications for the foregoing (whether statutory
or common law and whether established or registered in the United States or any other country or any political subdivision thereof), together with any and all (a) rights and privileges arising under applicable Laws with respect to the use of
any trademarks, (b) goodwill associated therewith or symbolized thereby, (c) reissues, continuations, extensions and renewals thereof, (d) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder
and with respect thereto, including damages, claims and payments for past, present or future infringements thereof, (e) rights corresponding thereto throughout the world and (f) rights to sue for past, present or future infringements
thereof. 
 “Transferable Record” has the meaning assigned to that term in Section 201 of the Federal Electronic
Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction. 

“UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of New York; provided,
however, that if by reason of mandatory provisions of applicable Laws, any or all of the perfection or priority of the Collateral Agent’s and the other Secured Parties’ security interest in any item or portion of the Collateral is
governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” means the Uniform Commercial Code as in effect 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. 

Section 1.2    Interpretation. The rules of interpretation specified in the Credit Agreement (including
Section 1.02 of the Credit Agreement) shall be applicable to this Agreement. 
 Section 1.3    Resolution
of Drafting Ambiguities. Each Pledgor acknowledges and agrees that it was represented by counsel in connection with the execution and delivery hereof, that it and its counsel reviewed and participated in the preparation and negotiation hereof
and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (i.e., the Collateral Agent) shall not be employed in the interpretation hereof. 

Section 1.4    Perfection Certificate. Each of the Persons from time to time party hereto agrees that the
Perfection Certificate and all descriptions of Collateral, schedules, amendments and supplements thereto are and shall at all times remain a part of this Agreement. 

  
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 ARTICLE II 

GRANT OF SECURITY AND SECURED OBLIGATIONS 

Section 2.1    Grant of Security Interest. As collateral security for the prompt and complete payment and
performance in full of all the Secured Obligations, each Pledgor hereby pledges, hypothecates and grants to the Collateral Agent for the benefit of the Secured Parties, a Lien on and security interest in and to all of the right, title and
interest of such Pledgor in, to and under the following property, wherever located, whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”): 

(a)    all Accounts; 

(b)    all cash and Cash Equivalents; 

(c)    all Chattel Paper; 

(d)    all Collateral Accounts; 

(e)    all Commercial Tort Claims, including those described in Schedule 8 of the Perfection Certificate and those
notified to the Collateral Agent from time to time pursuant to Section 3.4(g); 
 (f)    all Computer Hardware; 

(g)    all Deposit Accounts; 

(h)    all Documents; 

(i)    all Equipment (including Motor Vehicles) and Fixtures; 

(j)    all General Intangibles; 

(k)    all Goods; 

(l)    all Instruments; 

(m)    all Intellectual Property Collateral; 

(n)    all Inventory; 

(o)    all Investment Property; 

(p)    all letters of credit and
Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing); 

(q)    all Securities Collateral; 

(r)    all Supporting Obligations; 

  
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 (s)    all insurance claims; 

(t)    all books and records pertaining to the Collateral; and 

(u)    to the extent not covered by clauses (a) through (t) above, all choses in action and other personal property,
whether tangible or intangible; 
 (v)    all Proceeds and products of each of the foregoing and all accessions to,
substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing.

 Notwithstanding anything to the contrary contained in clauses (a) through (v) above or in any other provision of any Loan
Document, (x) the security interest created by this Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property (but shall include the Proceeds and products of Excluded Property and each other
item set forth in clause (v) above with respect to Excluded Property, in each case, to the extent that such Proceeds, products and other items do not themselves constitute Excluded Property) and (y) (i) the Pledgors shall from time to time
at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail any Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the
Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, lease or license, a provision that would prohibit the
creation of a Lien on such permit, lease or license in favor of the Collateral Agent. 

Section 2.2    Filings. 

(a)    Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file or record
in any relevant jurisdiction any initial financing statements (including fixture filings and transmitting utility filings, as applicable), continuation statements and amendments thereto that contain the information required by Article 9 of the
UCC of each applicable jurisdiction for the filing of any financing statement, continuation statement or amendment relating to the Collateral, including (i) whether such Pledgor is an organization, the type of organization and any
organizational identification number issued to such Pledgor and, (ii) in the case of a financing statement filed as a fixture filing or a transmitting utility filing or covering Collateral constituting minerals or the like to be extracted or
timber to be cut, a sufficient description of the real property to which such Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request. Such
financing statements may describe the Collateral in the same manner as described herein or may contain a description of Collateral that describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is
necessary, advisable or prudent to ensure the perfection or priority of the security interest in the collateral granted to the Collateral Agent in connection herewith, including, describing such property as “all assets”, “all assets
whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired” (regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC).


  
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 (b)    Each Pledgor hereby ratifies its authorization for the Collateral
Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto relating to the Collateral if filed prior to the date hereof. 

(c)    Each Pledgor hereby further authorizes the Collateral Agent to file and/or record with the United States Patent and
Trademark Office, the United States Copyright Office, any applicable successor office and any other similar office or Governmental Authority in any other country, as applicable, this Agreement, the Copyright Security Agreement, the Patent Security
Agreement, the Trademark Security Agreement, and any other documents determined by the Collateral Agent in its sole discretion to be necessary, advisable or prudent for the purpose of recording, perfecting, confirming, continuing, enforcing or
protecting the pledge and security interest or the priority thereof granted by such Pledgor hereunder, with or without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party. 

ARTICLE III 
 PERFECTION;
SUPPLEMENTS; FURTHER ASSURANCES; 
 USE OF COLLATERAL 

Section 3.1    Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all
certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the date hereof have been delivered to the Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed
instruments of transfer or assignment in blank and that the Collateral Agent has a valid and enforceable perfected first priority security interest therein and in the Securities Collateral and, with respect to any certificates or agreements (if any)
delivered to the Collateral Agent representing or evidencing Pledged Securities or Distributions, such Pledgor shall take, and shall cause the issuer to take, such action as the Collateral Agent deems to be necessary, advisable or prudent to ensure
that such certificates shall constitute Securities (as defined in Article 8 of the UCC). Each Pledgor hereby agrees that all certificates, agreements or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the
date hereof shall promptly (and in any event within 30 days or such longer period as may be agreed to in writing by the Collateral Agent in its sole discretion) upon receipt thereof by such Pledgor be delivered to and held by or on behalf of the
Collateral Agent pursuant hereto and such Pledgor shall promptly (and in any event within 30 days or such longer period as may be agreed to in writing by the Collateral Agent in its sole discretion) upon receipt thereof take, and shall cause the
issuer to take, such action as the Collateral Agent deems to be necessary, advisable or prudent to ensure that such certificates representing or evidencing Pledged Securities or Distributions shall constitute Securities (as defined in Article 8 of
the UCC). All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral
Agent. The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its
nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, the Collateral Agent shall have the right, at any time,
to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations. 

  
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 Section 3.2    Perfection of Uncertificated Securities
Collateral. Each Pledgor represents and warrants that the Collateral Agent has a valid and enforceable perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date
hereof. Each Pledgor shall ensure that the issuer of any membership, partnership or other Equity Interests constituting uncertificated Pledged Securities does not issue any certificate representing such interest or take any step to ‘opt
in’ or have such uncertificated Pledged Securities treated as “securities” within the meaning of Section 8-102(a)(15) of the UCC without the prior written consent of the Collateral Agent. Each
Pledgor hereby agrees that if any issuer of Pledged Securities is organized in a jurisdiction that does not permit the use of certificates to evidence equity ownership or any of the Pledged Securities are at any time not evidenced by certificates of
ownership, then each applicable Pledgor shall, if the Collateral Agent deems it necessary, advisable or prudent to perfect a first priority security interest in such Pledged Securities, (i) cause such pledge to be recorded on the equityholder
register or the books of the issuer, (ii) cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 hereto or such other form
reasonably acceptable to the Collateral Agent and the Borrower, execute any customary pledge forms or other documents that the Collateral Agent deems to be necessary, advisable or prudent to complete the pledge and give the Collateral Agent the
right to transfer such Pledged Securities under the terms hereof and, upon the Collateral Agent’s request, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming
such pledge and perfection thereof and (iii) cause such Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with the provisions of Section 3.1. 

Section 3.3    Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each
Pledgor represents and warrants that the only filings, registrations and recordings necessary to perfect the security interest granted by each Pledgor to the Collateral Agent in respect of the Collateral are listed on Schedule 1 hereto. All
such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary, advisable or prudent, duly executed form for filing in each applicable governmental, municipal or other office
specified on Schedule 1 hereto. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Collateral as a valid and enforceable perfected
first priority security interest (subject to Permitted Liens) and shall defend such security interest against the claims and demands of all Persons, (ii) the Intercompany Note has been properly assigned and delivered to the Collateral Agent,
accompanied by an endorsement to the Intercompany Note in the form attached thereto (or another form acceptable to the Collateral Agent) duly executed in blank by each Pledgor, (iii) such Pledgor shall furnish to the Collateral Agent from time
to time statements, exhibits and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iv) at any time
and from time to time, upon the written request of the Collateral Agent, such Pledgor shall promptly (and in any event within 30 days or such longer period as may be agreed to in writing by the Collateral Agent in its sole discretion) and duly
execute and deliver, and file and have recorded, such further instruments and documents and take 

  
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such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted,
including the filing of any financing statements and amendments thereof, continuation statements and other documents (including this Agreement) under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest
created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office)
wherever required by or applicable under applicable Laws to perfect (to the extent a security interest in such Collateral may be so perfected under applicable Laws), continue and maintain a valid, enforceable, first priority security interest
(subject to Permitted Liens) in the Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to the Collateral. 

Section 3.4    Other Actions. In order to further ensure the attachment, perfection and priority of, and the
ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in the Collateral, each Pledgor represents and warrants and covenants as follows, in each case at such Pledgor’s own expense, to take the following
actions with respect to the following Collateral: 
 (a)    Instruments and Tangible Chattel Paper. As of the
date hereof, each Pledgor hereby represents and warrants that (i) no amounts individually or in the aggregate in excess of $100,000 payable under or in connection with any of the Collateral are evidenced by any Instrument or Tangible Chattel
Paper other than such Instruments and Tangible Chattel Paper listed on Schedule 13 of the Perfection Certificate and (ii) each such Instrument and each such item of Tangible Chattel Paper individually or in the aggregate in excess of $100,000
has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount individually or in the aggregate in excess of $100,000 then payable under or in
connection with any of the Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly and in any event within 30 days (or such longer period as may be
agreed to in writing by the Collateral Agent in its sole discretion), endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from
time to time specify. 
 (b)    Deposit Accounts. Each Pledgor hereby represents and warrants that (i) as of
the date hereof, such Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed on Schedule 9 of the Perfection Certificate, (ii) such Pledgor and each applicable “bank” as defined in Section 9-102 of the UCC has executed and delivered, or, with respect to any Deposit Account other than the Redemption Proceeds Account, to the extent it has not already done so on the date hereof, shall
execute and deliver in accordance with Section 6.13(b) of the Credit Agreement, a Control Agreement substantially in the form set forth in Exhibit 5 hereto or such other form that is reasonably satisfactory to the Collateral Agent and the
Borrower with respect to each Deposit Account of such Pledgor listed on Schedule 9 of the Perfection Certificate other than Deposit Accounts constituting Excluded Property, and (iv) upon compliance with Section 6.13(b) of the Credit Agreement,
the Collateral Agent will have (and with respect to the Redemption Proceeds Account, on and after the Closing Date has) a valid and enforceable perfected first priority security interest (subject to, in the case of the Redemption


  
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Proceeds Account, Permitted Liens held by the Depositary Bank to the extent permitted under the Control Agreement with respect thereto, and in the case of other Deposit Accounts, Permitted Liens)
in each such Deposit Account by Control. No Pledgor shall hereafter establish and maintain any Deposit Account with respect to which such Pledgor is required to enter into a Control Agreement hereunder or under the Credit Agreement unless
(A) the applicable Pledgor shall have given the Collateral Agent at least 10 days’ (or such shorter period as may be agreed to in writing by the Collateral Agent in its sole discretion) prior written notice of its intention to establish
such new Deposit Account with a bank, (B) such bank shall be reasonably acceptable to the Collateral Agent and (C) such bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control
Agreement (or an amendment to an existing Deposit Account Control Agreement) with respect to such Deposit Account. The provisions of this Section 3.4(b) shall not apply to (x) any Deposit Accounts constituting Excluded Property or
(y) any Collateral Account or any other Deposit Accounts for which the Collateral Agent is the bank. No Pledgor has granted or shall grant Control of any Deposit Account to any Person other than the Collateral Agent. 

(c)    Securities Accounts and Commodity Accounts. Each Pledgor hereby represents and warrants that (i) as of
the date hereof, it has neither opened nor maintains any Securities Accounts or Commodity Accounts other than those listed on Schedule 10 or 11 of the Perfection Certificate, as applicable, (ii) such Pledgor and each applicable Securities
Intermediary or Commodity Intermediary has executed and delivered or, with respect to any Securities Account other than the Redemption Proceeds Account, will execute and deliver in accordance with Section 6.13(b) of the Credit Agreement, a
Securities Account Control Agreement or Commodity Account Control Agreement, as applicable, for each Securities Account or Commodity Account of such Pledgor listed on Schedules 10 and 11 of the Perfection Certificate, as applicable, (iii) (A)
upon compliance with Section 6.13(b) of the Credit Agreement, the Collateral Agent will have and (B) the Collateral Agent has as of the date hereof, with respect to the Redemption Proceeds Account, in each case a valid and enforceable perfected
first priority security interest (subject to, in the case of the Redemption Proceeds Account, Permitted Liens held by the securities intermediary to the extent permitted under the Control Agreement with respect thereto, and in the case of other
Securities Accounts and Commodities Accounts, Permitted Liens) in each such Securities Account and Commodity Account by Control, and (iv) it does not hold, own or have any interest in any certificated securities or uncertificated securities
other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed on Schedule 10 or 11 of the Perfection Certificate, as applicable, or in respect of which the Collateral Agent has Control.

 (d)    Investment Property. If any Pledgor shall at any time acquire any certificated securities constituting
Investment Property that does not constitute Excluded Property, such Pledgor shall promptly, and in any event within 30 days of acquiring such security (or such later date as may be agreed to in writing by the Collateral Agent in its sole
discretion), (i) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent or
(ii) deliver such securities into a Securities Account with respect to which a Securities Account Control Agreement is in effect in favor of the Collateral Agent. If any securities now or hereafter acquired by any Pledgor constituting
Investment Property that does not constitute Excluded Property are uncertificated and are issued to such Pledgor or its nominee 

  
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directly by the issuer thereof, such Pledgor shall promptly, and in any event within 30 days of acquiring such security (or such later date as may be agreed to in writing by the Collateral Agent
in its sole discretion), notify the Collateral Agent thereof and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with Entitlement Orders or other
instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or such nominee, (ii) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account with respect
to which the Collateral Agent has Control or (iii) arrange for the Collateral Agent to become the registered owner of the securities. The Pledgors shall not hereafter establish and maintain any Securities Account or Commodity Account with any
Securities Intermediary or Commodity Intermediary unless (1) the applicable Pledgor shall have given the Collateral Agent at least 30 days’ (or such shorter period as may be agreed to in writing by the Collateral Agent in its sole
discretion) prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be
reasonably acceptable to the Collateral Agent and (3) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities
Account or Commodity Account, as the case may be. The Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not
withhold its consent to the exercise of any withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such withdrawal or dealing rights, would occur. No Pledgor shall grant
Control over any Investment Property to any Person other than the Collateral Agent, and each Pledgor shall promptly (and in any event within 30 days) notify the Collateral Agent if any issuer of Pledged Interests takes any action to have any Pledged
Interests issued by it treated as Securities under Article 8 of the UCC and such Pledgor shall take all steps deemed necessary, advisable or prudent by the Collateral Agent in order to grant Control of such Pledged Interests in favor of the
Collateral Agent. As between the Collateral Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment
Property and Pledged Securities, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, Commodity Intermediary, any Pledgor or any other
Person; provided, however, that nothing contained in this Section 3.4(d) shall release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to the Pledgors or any other
Person under any Control Agreement or under applicable Laws. Each Pledgor shall promptly pay all Charges and fees of whatever kind or nature with respect to the Investment Property and Pledged Securities pledged by it under this Agreement. In the
event any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may do so for the account of such Pledgor and the Pledgors shall promptly reimburse and indemnify the Collateral Agent in
accordance with Section 10.04 of the Credit Agreement from all costs and expenses incurred by the Collateral Agent under this Section 3.4(d). 

(e)    Electronic Chattel Paper and Transferable Records. If any amount, individually or in the aggregate, in
excess of $100,000 or payable under or in connection with any of the Collateral is evidenced by any Electronic Chattel Paper or any Transferable Record, the Pledgor acquiring such Electronic Chattel Paper or Transferable Record shall promptly and in
any event 

  
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within 30 days of the acquisition thereof (or such later date as may be agreed to in writing by the Collateral Agent in its sole discretion) notify the Collateral Agent thereof and shall take
such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under Section 9-105 of the UCC of such Electronic Chattel Paper or control under Section 201 of the
Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such Transferable Record. The Collateral Agent agrees with
such Pledgor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, for the Pledgor to make
alterations to the Electronic Chattel Paper or Transferable Record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and
National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such
alterations. 

(f)    Letter-of-Credit Rights. If
any Pledgor is at any time a beneficiary under a letter of credit now or hereafter issued in favor of such Pledgor, other than (i) a Letter of Credit issued pursuant to the Credit Agreement or (ii) a letter of credit that is a
“supporting obligation” (as defined in Section 9-102 of the UCC) with respect to other Collateral in which the Collateral Agent has a valid, enforceable, perfected first priority security
interest (subject to Permitted Collateral Liens), in an amount individually in excess of $100,000 or in the aggregate in excess of $250,000, such Pledgor shall promptly (and in any event within 30 days of becoming a beneficiary thereunder (or such
later date as may be agreed to in writing by the Collateral Agent in its sole discretion)) notify the Collateral Agent thereof and such Pledgor shall, at the request of the Collateral Agent, pursuant to an agreement in form and substance reasonably
satisfactory to the Collateral Agent, either (i) arrange for the issuer and any confirmer or other nominated Person of such letter of credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under the letter of
credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such letter of credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the letter of credit are to be applied as
provided in the Credit Agreement. 
 (g)    Commercial Tort Claims. As of the date hereof, each Pledgor hereby
represents and warrants that it holds no Commercial Tort Claims having a book value or fair market value, individually, in excess of $100,000, or in the aggregate in excess of $250,000, other than those listed on Schedule 8 of the Perfection
Certificate. If any Pledgor shall at any time hold or acquire a Commercial Tort Claim having a book value or fair market value, individually, in excess of $100,000, or in the aggregate in excess of $250,000, such Pledgor shall promptly (and in any
event within 30 days of acquiring such Commercial Tort Claim (or such later date as may be agreed to in writing by the Collateral Agent in its sole discretion)) notify the Collateral Agent in writing signed by such Pledgor of the brief details
thereof and grant to the Collateral Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent.

 Section 3.5    Joinder of Additional Pledgors. The Pledgors shall cause any other Subsidiary of the
Borrower which, from time to time, after the date hereof shall be required to 

  
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pledge any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the Credit Agreement, to execute and deliver to the Collateral Agent (i) a Joinder Agreement
substantially in the form of Exhibit 3 hereto or such other form that is reasonably satisfactory to the Collateral Agent and the Borrower, (ii) a Perfection Certificate, in each case, within ten Business Days after the date on which it
was acquired or created (or such later date as may be agreed by the Collateral Agent in its sole discretion) and (iii) such other documentation as the Collateral Agent shall reasonably requested, and upon such execution and delivery, such
Subsidiary shall constitute a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor
hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of, or failure to add, any new Pledgor as a party to this Agreement or any other Loan Document. 

Section 3.6    Supplements; Further Assurances. Each Pledgor shall take such further actions, and execute and
deliver to the Collateral Agent such additional assignments, agreements, supplements, powers and instruments, as the Collateral Agent may deem necessary, advisable or prudent, wherever required by applicable Laws, in order to perfect, preserve and
protect the security interest and the priority thereof in the Collateral as provided herein and the rights and interests granted to the Collateral Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm unto the
Collateral Agent the Collateral or permit the Collateral Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each Pledgor shall make, execute,
endorse, acknowledge, file or refile and/or deliver to the Collateral Agent from time to time upon reasonable request such lists, descriptions and designations of the Collateral, copies of warehouse receipts, receipts in the nature of warehouse
receipts, bills of lading, documents of title, vouchers, invoices, exhibits, schedules, confirmatory assignments, supplements, additional security agreements, additional Perfection Certificates, supplements, conveyances, financing statements,
transfer endorsements, powers of attorney, certificates, reports and other assurances, agreements or instruments as the Collateral Agent shall reasonably request. If an Event of Default has occurred and is continuing, the Collateral Agent may
institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the Collateral Agent may be advised by counsel shall be necessary, advisable or prudent to prevent any impairment of the security interest in the
Collateral or the perfection or priority thereof. If (x) an Event of Default has occurred and is continuing or (y) a landlord of any Pledgor shall provide notice of default under or termination of any lease to which a Pledgor is a party
such Pledgor shall use commercially reasonable efforts to cause such landlord to agree (in a writing addressed to the Collateral Agent) to extend the time period provided by such landlord for the removal of Collateral from the leased premises for a
period, and otherwise on terms and conditions, reasonably satisfactory to the Collateral Agent; provided that, in connection therewith, no Pledgor shall agree, directly or indirectly, with any landlord to abandon any Collateral or waive or
limit such Pledgor’s rights in any Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgors and shall be paid in accordance with Section 10.04 of the Credit Agreement. 

  
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 ARTICLE IV 

REPRESENTATIONS, WARRANTIES AND COVENANTS 

Each Pledgor represents, warrants and covenants as follows (it being acknowledged and agreed that each reference in the representations and
warranties of this Article IV to a Section or Schedule to the Perfection Certificate, shall be taken as a reference to such Section or Schedule as contained in the most recently updated or supplemented Perfection Certificate in effect at the
time such representation and warranty is made): 
 Section 4.1    Title. Except for the security interest
granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and Permitted Liens, such Pledgor owns (or either owns or has a license to, in the case of Intellectual Property Collateral) and, as to Collateral
acquired by it from time to time after the date hereof, will own (or either will own or will have a License to, in the case of Intellectual Property Collateral) the rights in each item of Collateral pledged by it hereunder free and clear of any and
all Liens or claims of others. Such Pledgor has not filed, nor authorized any third party to file, a financing statement or other public notice with respect to any Collateral on file or of record in any public office, except such as have been filed
in favor of the Collateral Agent pursuant to this Agreement, filed in favor of the holder of a Permitted Lien or as otherwise permitted by the Credit Agreement, or financing statements or public notices identified to the Collateral Agent prior to
the Closing Date relating to the termination statements that will be filed by or on behalf of the Pledgors on the Closing Date. No Person other than the Collateral Agent has, or will have, control or possession of all or any part of the Collateral,
except to the extent not prohibited by the Loan Documents. 
 Section 4.2    Validity of Security Interest.
The security interest in and Lien on the Collateral granted to the Collateral Agent for the benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Collateral securing the payment and performance
of the Secured Obligations, and (b) (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, subject to the filings and other actions described on Schedule 1 hereto, a
valid and enforceable perfected first priority security interest (subject to Permitted Liens) in all such Collateral to the extent required by this Agreement and (ii) with respect to certificated Securities Collateral, Instruments, Tangible
Chattel Paper, Deposit Accounts, Securities Accounts, Commodities Accounts, certificated Investment Property, Electronic Chattel Paper, Transferable Records and
Letter-of-Credit Rights, subject to the deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the
filings contemplated pursuant to Section 3.3, a valid and enforceable perfected first priority security interest (with respect to the perfected first priority security interest contemplated by
Section 3.3, subject to Permitted Liens) in all such Collateral to the extent required by this Agreement. The security interest and Lien granted to the Collateral Agent for the benefit of the Secured Parties pursuant to
this Agreement in and on the Collateral will at all times constitute a valid and enforceable perfected, continuing first priority security interest therein to the extent required by this Agreement, subject only to clause (b) of the preceding
sentence and Permitted Liens. 
 Section 4.3    Pledgor Defense of Claims; Transferability of Collateral.
Each Pledgor shall, at its own cost and expense, defend title to the Collateral pledged by it hereunder and the security interest therein granted to the Collateral Agent and the priority thereof required


  
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hereunder against all claims and demands of all Persons, at its own cost and expense, at any time claiming any interest therein adverse to the Collateral Agent or any other Secured Party. There
is no agreement that restricts the transferability of any material portion of the Collateral or impairs or conflicts with such Pledgor’s obligations or the rights of the Collateral Agent hereunder, and no Pledgor shall enter into any such
agreement or take any other action that would have any such effect. 
 Section 4.4    Other Financing
Statements. No Pledgor has filed, nor authorized any third party to file (nor will there be), any valid or effective financing statement (or similar statement or instrument of registration under the law of any jurisdiction) covering or
purporting to cover any interest of any kind in all or any part of the Collateral other than financing statements and other statements and instruments filed in favor of the Collateral Agent, or relating to Permitted Liens, or as otherwise permitted
by the Credit Agreement, or financing statements or public notices identified to the Collateral Agent prior to the Closing Date relating to the termination statements that will be filed by or on behalf of the Pledgors on the Closing Date. Prior to
the payment in full of the Secured Obligations, no Pledgor shall execute, authorize or permit to be filed in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) relating to
any Collateral, except financing statements and other statements and instruments filed or to be filed in respect of and covering the security interests granted by such Pledgor in favor of the Collateral Agent, or any holder of Permitted Liens, or as
otherwise permitted by the Credit Agreement. 
 Section 4.5    Chief Executive Office; Change of Name;
Jurisdiction of Organization, etc. 
 (a)    The exact legal name, jurisdiction of organization, organizational
identification number and tax identification number, if any, of each Pledgor is set forth on Schedules 1(a) and 1(d) of the Perfection Certificate, and the chief executive office of each Pledgor is set forth on Schedule 2(b) of the Perfection
Certificate. 
 (b)    No Pledgor shall effect any change (i) in any Pledgor’s legal name, (ii) in the
location of any Pledgor’s chief executive office, (iii) in any Pledgor’s organizational structure, (iv) in any Pledgor’s Federal Taxpayer Identification Number or organizational identification number, if any (except as may
be required by applicable Laws, in which case, such Pledgor shall promptly notify the Collateral Agent of such change), or (v) in any Pledgor’s jurisdiction of organization (in each case, including by merging with or into any other entity,
reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent not less than ten Business Days’ prior written notice (in the form of an Officers’
Certificate) of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent may reasonably request and (B) it shall have taken all action necessary or advisable to
maintain the validity, enforceability, perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Pledgor shall promptly provide the Collateral Agent with
certified Organization Documents reflecting any of the changes described in the preceding sentence. Each Pledgor shall promptly notify the Collateral Agent in writing of any change in the location of any office in which it maintains books or records
relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or any such facility). 

  
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 (c)    If such Pledgor does not have an organizational identification number
or tax identification number and later obtains one, such Pledgor shall within 30 days notify the Collateral Agent in writing of such organizational identification number or tax identification number, as the case may be. If any Pledgor fails to
provide information to the Collateral Agent about such changes on a timely basis, the Collateral Agent shall not be liable or responsible to any party for any failure to maintain a valid, enforceable, and perfected security interest with the
priority required hereunder in such Pledgor’s property constituting Collateral, for which the Collateral Agent needed to have information relating to such changes. The Collateral Agent shall have no duty to inquire about such changes if any
Pledgor does not inform the Collateral Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Agent to search for information on such changes if such information is not provided by
any Pledgor. 
 (d)    Each Pledgor shall comply with the provisions of Section 6.13 of the Credit Agreement. 

Section 4.6    Location of Inventory and Equipment. As of the date hereof, all Equipment and Inventory of such
Pledgor is located at the chief executive office or such other location listed on Schedule 2(d) of the Perfection Certificate. In the event any Equipment or Inventory is moved from such location to another location, such Pledgor will provide the
Collateral Agent with such information in connection with such location as the Collateral Agent may reasonably request for purposes of maintaining the perfection and priority of the security interest of the Collateral Agent in such Equipment and
Inventory and take all other actions reasonably requested by the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent in such Equipment and Inventory for the benefit of the Secured Parties. 

Section 4.7    Corporate Names; Prior Transactions. Such Pledgor has not, during the past five years, been
known by or used any other corporate or fictitious name or been party to any merger or consolidation, or acquired all or substantially all of the assets of any Person, in each case other than as set forth on Schedule 1(b) or 1(c) of the Perfection
Certificate. 
 Section 4.8    Due Authorization and Issuance. All of the Initial Pledged Shares have been,
and to the extent any Pledged Shares are hereafter issued, such Pledged Shares will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable. All of the Initial Pledged
Interests have been fully paid for and there is no amount or other obligation owing by any Pledgor to any issuer of the Initial Pledged Interests in exchange for or in connection with the issuance of the Initial Pledged Interests or any
Pledgor’s status as a partner or a member of any issuer of the Initial Pledged Interests. 

Section 4.9    Consents, etc. No consent of any party (including, without limitation, equity holders or
creditors of such Pledgor) and no consent, authorization, approval, license or other action (other than any notice required by any Loan Documents or applicable Law) by, and no notice to or filing with, any Governmental Authority or regulatory body
or other Person is required (a) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or (b) for the exercise by the Collateral Agent of the remedies in respect of the Collateral pursuant to
this Agreement. If the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and
determines 

  
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it necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor, then, upon the request of the Collateral Agent, each Pledgor agrees to use its
commercially reasonable efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers. 

Section 4.10    Collateral. All information set forth herein, including the schedules annexed hereto, and all
information contained in any documents, schedules and lists heretofore delivered to any Secured Party, including the Perfection Certificate and the schedules annexed thereto, in connection with this Agreement, in each case, relating to the
Collateral, is accurate and complete in all material respects. 
 Section 4.11    Insurance. 

(a)    The Pledgors shall take all actions necessary to obtain and maintain such insurance as is required pursuant to the
Credit Agreement. In the event that the proceeds of any insurance claim are paid after the Collateral Agent has exercised its right to foreclose after an Event of Default, the Net Proceeds thereof shall be paid to the Collateral Agent to satisfy any
deficiency remaining after such foreclosure. The Collateral Agent shall retain its interest in the insurance policies and coverages required to be maintained pursuant to the Credit Agreement during any redemption period. 

(b)    Pledgor shall provide that no cancellation, material reduction in amount or material change in coverage thereof
shall be effective until at least 30 days after receipt by the Collateral Agent of written notice thereof. 
 (c)    All
such insurance shall (i) name the Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) or lender’s loss payee (in the case of property
insurance), as applicable, (ii) if reasonably requested by the Collateral Agent, include a breach of warranty clause and (iii) be reasonably satisfactory in all other material respects to the Collateral Agent. 

Section 4.12    Intellectual Property. 

(a)    The operation of such Pledgor’s business as currently conducted or as contemplated to be conducted and the use
of the Intellectual Property Collateral in connection therewith does not conflict with, infringe, misappropriate, dilute, misuse or otherwise violate the intellectual property rights of any third party to the extent that could reasonably be expected
to result in a Material Adverse Effect. 
 (b)    Such Pledgor is licensed to use or is the exclusive owner of all
right, title and interest in and to the Intellectual Property Collateral that is material to its business, and is entitled to use such Intellectual Property Collateral subject only to the terms of the License Agreements. 

(c)    The Intellectual Property Collateral set forth on Schedules 7(A), 7(B) and 7(C) to the Perfection Certificate
includes all of the following that are owned by such Pledgor (or in the case of License Agreements (other than License Agreements obtained in the ordinary course of business), to which such Pledgor is a party) as of the date hereof: Patents that are
Registered, Trademarks that are Registered, Copyrights that are Registered and License Agreements. 

  
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 (d)    The Registered Intellectual Property Collateral is subsisting and has
not been adjudged invalid or unenforceable in whole or part, and to the best of such Pledgor’s knowledge, is valid and enforceable. Such Pledgor is not aware of any uses of any item of Intellectual Property Collateral that could be expected to
lead to such item becoming invalid or unenforceable. 
 (e)    Except to the extent that Pledgor’s failure could
not reasonably be expected to result in a Material Adverse Effect, such Pledgor has made or performed all filings, recordings and other acts and has paid all required fees and taxes to maintain and protect its interest in each and every item of
Registered Intellectual Property Collateral in full force and effect throughout the world and to protect and maintain its interest therein, including, without limitation, recordations of any of its interests in the Patents and Trademarks that are
Registered with the United States Patent and Trademark Office and in corresponding national and international patent and trademark offices, and recordation of any of its interests in the Copyrights that are Registered with the United States
Copyright Office and in corresponding national and international copyright offices. Except to the extent that Pledgor’s failure could not reasonably be expected to result in a Material Adverse Effect, such Pledgor has used proper statutory
notice in connection with its use of each Patent, Trademark and Copyright in the Intellectual Property Collateral. 

(f)    Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse
Effect, no claim, action, suit, investigation, litigation or proceeding has been asserted or is pending or, to the knowledge of such Pledgor, threatened against such Pledgor (i) based upon or challenging or seeking to deny or restrict the
Pledgor’s rights in or use of any of the Intellectual Property Collateral; (ii) alleging that the Pledgor’s rights in or use of the Intellectual Property Collateral or that any services provided by, processes used by, or products
manufactured or sold by, such Pledgor infringe, misappropriate, dilute, misuse or otherwise violate any patent, trademark, copyright or any other proprietary right of any third party; or (iii) alleging that the Intellectual Property Collateral
is being licensed or sublicensed in violation or contravention of the terms of any license or other agreement. Except to the extent that the following could not reasonably be expected to result in a Material Adverse Effect, no Person is engaging in
any activity that infringes, misappropriates, dilutes, misuses or otherwise violates the Intellectual Property Collateral or the Pledgor’s rights in or use thereof. Except as set forth on Schedule 7(A), 7(B) or 7(C) to the Perfection
Certificate or any grant in the ordinary course of Pledgor’s business, such Pledgor has not granted any license, release, covenant not to sue, non-assertion assurance, or other right to any Person with
respect to any part of the Intellectual Property Collateral. The consummation of the transactions contemplated by the Loan Documents will not result in the termination or impairment of any of the Intellectual Property Collateral. 

(g)    With respect to each License Agreement and except to the extent that any of the following could not reasonably be
expected to result in a Material Adverse Effect: (i) such License Agreement is valid and binding and in full force and effect and represents the entire agreement between the respective parties thereto with respect to the subject matter thereof;
(ii) such License Agreement will not cease to be valid and binding and in full force and effect on 

  
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terms identical to those currently in effect as a result of the rights and interest granted herein, nor will the grant of such rights and interest constitute a breach or default under such
License Agreement or otherwise give any party thereto a right to terminate such License Agreement; (iii) such Pledgor has not received any notice of termination or cancellation under such License Agreement; (iv) such Pledgor has not
received any notice of a breach or default under such License Agreement, which breach or default has not been cured; (v) such Pledgor has not granted to any other third party any rights, adverse or otherwise, under such License Agreement; and
(vi) neither such Pledgor nor any other party to such License Agreement is in breach or default thereof in any material respect, and no event has occurred that, with notice or lapse of time or both, would constitute such a breach or default or
permit termination, modification or acceleration under such License Agreement. 
 (h)    To the best of such
Pledgor’s knowledge and except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, (i) none of the Trade Secrets of such Pledgor has been used, divulged, disclosed or
appropriated to the detriment of such Pledgor for the benefit of any other Person other than such Pledgor and its Affiliates; (ii) no employee, independent contractor or agent of such Pledgor has misappropriated any trade secrets of any other
Person in the course of the performance of his or her duties as an employee, independent contractor or agent of such Pledgor; and (iii) no employee, independent contractor or agent of such Pledgor is in default or breach of any term of any
employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such
Pledgor’s Intellectual Property Collateral. 
 (i)    Except to the extent that any of the following could not
reasonably be expected to result in a Material Adverse Effect, no Pledgor or Intellectual Property Collateral is subject to any outstanding consent, settlement, agreement, decree, order, injunction, judgment or ruling restricting the use of any
Intellectual Property Collateral or that would impair the validity or enforceability of such Intellectual Property Collateral. 

Section 4.13    Payment of Taxes; Compliance with Laws; Contesting Liens; Charges. Each Pledgor may, at its
own expense, contest the validity, amount or applicability of any Charges so long as the contest thereof shall be conducted in accordance with, and not prohibited pursuant to the provisions of, the Credit Agreement. Notwithstanding the foregoing
sentence, (a) no contest of any such obligation may be pursued by such Pledgor if such contest could reasonably be expected to expose the Collateral Agent or any other Secured Party to (i) any possible criminal liability or (ii) any
additional civil liability for failure to comply with such obligations unless such Pledgor shall have furnished a bond or other security therefor satisfactory to the Collateral Agent or such Secured Party, as the case may be, and (b) if at any
time payment or performance of any obligation contested by such Pledgor pursuant to this Section 4.13 shall become reasonably necessary to prevent the imposition of remedies because of
non-payment, such Pledgor shall pay or perform the same in sufficient time to prevent the imposition of remedies in respect of such default or prospective default. 

Section 4.14    Access to Collateral, Books and Records; Other Information. Each Pledgor shall permit
representatives of the Collateral Agent or any Secured Party upon reasonable notice to visit and inspect any of its properties (including to conduct any environmental assessments, sampling, testing or monitoring of the Mortgaged Property) or assets


  
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and examine and make abstracts from any of its books and records (including insurance policies) at any reasonable time and upon reasonable notice. Such Pledgor shall, at any and all times, within
a reasonable time after written request by the Collateral Agent, furnish or cause to be furnished to the Collateral Agent, in such manner and in such detail as may be reasonably requested by the Collateral Agent, additional information with respect
to the Collateral. If an Event of Default occurs and is continuing, the Collateral Agent shall have the right, but not the obligation, to access any Mortgaged Property to undertake any Response that the Collateral Agent in its sole discretion deems
appropriate at the sole cost and expense of the Pledgors. 
 ARTICLE V 

CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL 

Section 5.1    Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged
Securities or Intercompany Notes of any Person, accept the same in trust for the benefit of the Collateral Agent and promptly, and in any event within 30 days thereafter (or such later date as may be agreed to in writing by the Collateral Agent in
its sole discretion), deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto or such other form that is reasonably satisfactory to the Collateral
Agent and the Borrower (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 in respect of such additional Pledged
Securities or Intercompany Notes that are to be pledged pursuant to this Agreement and that confirm the grant of the Lien created hereby in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the
Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered
Collateral. 
 Section 5.2    Voting Rights; Distributions; etc. 

(a)    So long as no Event of Default shall have occurred and be continuing: 

(i)    Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the
Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the other Loan Documents or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any
event exercise such rights in any manner that could reasonably be expected to (x) have a material adverse effect on the value thereof or (y) be disadvantageous to any Secured Party in any material respect. 

(ii)    Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and
all Distributions, but only if and to the extent made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of Pledged Securities or
Intercompany Notes shall promptly, and in any event within 30 days after receipt thereof (or such later date as may be agreed to in writing by the Collateral Agent in its sole discretion), be delivered to the Collateral Agent to hold as Collateral
and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Agent as Collateral in the same form as
so received (with any necessary, advisable or reasonably requested endorsement). 

  
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 (b)    Upon the occurrence and during the continuance of any Event of
Default, the Collateral Agent may implement either or both of the following remedies: 
 (i)    All rights of each
Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which, shall thereupon
have the sole right to exercise such voting and other consensual rights. 
 (ii)    All rights of each Pledgor to
receive Distributions that it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) without further action shall cease and all such rights shall thereupon become vested in the Collateral Agent, which, shall
thereupon have the sole right to receive and hold as Collateral such Distributions. 
 (c)    Upon the occurrence and
during the continuance of any Event of Default, each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit
the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(b)(i) and to receive all Distributions which it may be entitled to receive under
Section 5.2(b)(ii). If the Collateral Agent duly exercises its right to vote any of such Pledged Securities, each Pledgor appoints the Collateral Agent, such Pledgor’s true and lawful attorney-in-fact and grants the Collateral Agent an irrevocable proxy to vote such Pledged Securities in any manner the Collateral Agent deems advisable for or against all matters submitted or which may be
submitted to a vote of shareholders, partners or members, as the case may be. The power-of-attorney and proxy granted hereby is coupled with an interest and shall be
irrevocable. 
 (d)    All Distributions that are received by any Pledgor contrary to the provisions of
Section 5.2(b)(ii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Collateral in the
same form as so received (with any necessary, advisable or reasonably requested endorsement). 

Section 5.3    Default. None of the Pledgors is in default or violation under any agreement to which any such
Pledgor is a party relating to the Pledged Securities pledged by it (including with respect to the payment of any portion of any mandatory capital contribution, if any, required to be made thereunder). No Securities Collateral pledged by any Pledgor
is subject to any defense, offset or counterclaim, nor, to the knowledge of such Pledgor, have any of the foregoing been asserted or alleged against such Pledgor by any Person with respect thereto, and as of the date hereof, there are no
certificates, instruments, documents or other writings (other than the Organization Documents of such Pledgor and certificates, if any, delivered to the Collateral Agent) which evidence any Pledged Securities of such Pledgor. 

  
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 Section 5.4    Certain Agreements of Pledgors as Issuers and Holders
of Equity Interests. 
 (a)    In the case of each Pledgor that is an issuer of Securities Collateral, such Pledgor
agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it. 

(b)    In the case of each Pledgor that is a partner, member or holder of any Equity Interests in a partnership, limited
liability company or other entity, such Pledgor hereby consents to the extent required by the applicable Organization Documents of such Pledgor to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Interests in such
partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Interests to the Collateral Agent or its nominee and to the substitution of the
Collateral Agent or its nominee as a substituted partner, member or holder of Equity Interests in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, member or
holder of Equity Interests, as the case may be. 
 ARTICLE VI 

CERTAIN PROVISIONS CONCERNING INTELLECTUAL 

PROPERTY COLLATERAL 

Section 6.1    Grant of License. For the purpose of enabling the Collateral Agent, during the continuance of
an Event of Default, to exercise rights and remedies under Article IX at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Pledgor hereby
grants to the Collateral Agent, to the extent licensable, an irrevocable, non-exclusive worldwide license (exercisable without payment of royalty or other compensation to such Pledgor) to use, assign, license
sublicense or otherwise dispose of the Intellectual Property Collateral now owned or hereafter acquired by such Pledgor, wherever the same may be located. Such license shall include access to all media in which any of the Intellectual Property
Collateral may be recorded or stored and to all computer programs used for the compilation or printout hereof. 

Section 6.2    Registration. Except to the extent that the failure of any of the following could not
reasonably be expected to result in a Material Adverse Effect, and except pursuant to licenses and other agreements entered into by any Pledgor in the ordinary course of business, on and as of the date hereof (i) each Pledgor owns and/or
possesses the right to use, and has done nothing to authorize or enable any other Person to use, any Copyright, Patent or Trademark listed on Schedule 7(A), 7(B) or 7(C) to the Perfection Certificate, and (ii) to the knowledge of Pledgor, all
registrations listed on Schedule 7(A), 7(B) or 7(C) to the Perfection Certificate are valid and in full force and effect. 

Section 6.3    Protection of Collateral Agent’s Security. 

(a)    Except to the extent that Pledgor’s could not reasonably be expected to result in a Material Adverse Effect,
with respect to each item of its Intellectual Property Collateral, each Pledgor agrees, on a continuing basis, to take, at its sole cost and expense, all necessary steps, including, without limitation, in the United States Patent and Trademark
Office, the United States Copyright Office and any other Governmental Authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property


  
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Collateral in full force and effect and (ii) pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application, now or hereafter included in such
Intellectual Property Collateral of such Pledgor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the United States Patent and Trademark Office, the United States Copyright
Office or other Governmental Authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and
misappropriation proceedings. No Pledgor shall, without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for any Patent, Trademark,
or Copyright, unless such Pledgor shall have previously determined that such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Pledgor’s business and that the loss thereof
would not be reasonably likely to materially adversely affect the operation of such Pledgor’s business, in which case, such Pledgor will give prompt notice of any such abandonment to the Collateral Agent. 

(b)    Each Pledgor agrees, on a continuing basis, promptly (and in any event within 30 days) to notify the Collateral
Agent if such Pledgor becomes aware (i) that any item of the Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or unenforceable, or of any adverse determination or development regarding such
Pledgor’s ownership of any of the Intellectual Property Collateral or its right to register the same or to keep and maintain and enforce the same, or (ii) of any adverse determination or the institution of any proceeding (including,
without limitation, the institution of any proceeding in the United States Patent and Trademark Office or any court) regarding any item of the Intellectual Property Collateral. 

(c)    In the event that any Pledgor becomes aware that any material item of the Intellectual Property Collateral is being
infringed or misappropriated by a third party, such Pledgor shall promptly (and in any event within 30 days) notify the Collateral Agent and shall take such actions, at its expense, as such Pledgor or the Collateral Agent deems reasonable and
appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. Without
limiting the foregoing, upon such Pledgor obtaining knowledge thereof, Pledgor shall promptly (and in any event within 30 days) notify the Collateral Agent in writing of any event that may be reasonably expected to materially and adversely affect
the value or utility any item of Intellectual Property Collateral, the ability of such Pledgor or the Collateral Agent to dispose of such Intellectual Property Collateral or any portion thereof or the rights and remedies of the Collateral Agent in
relation thereto, including a levy or written threat of levy or any legal process against such Intellectual Property Collateral or any portion thereof. 

(d)    Each Pledgor agrees, on a continuing basis, to use proper statutory notice in connection with its use of each
material item of its Intellectual Property Collateral. No Pledgor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public


  
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domain. No Pledgor will settle or compromise any pending or future litigation or administrative proceeding with respect to any material Intellectual Property Collateral without the prior written
consent of the Collateral Agent. 
 (e)    Except as otherwise permitted by this Article VI, each Pledgor agrees,
on a continuing basis, to take all steps which it or the Collateral Agent deems reasonable and appropriate under the circumstances to preserve and protect each material item of its Intellectual Property Collateral, including, without limitation,
maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all
licensed users of any of the Trademarks use such consistent standards of quality. 
 (f)    No Pledgor shall
(i) license any Intellectual Property Collateral other than pursuant to License Agreements entered into by such Pledgor in, or incidental to, the ordinary course of its business, or (ii) amend or permit the amendment of any License
Agreement in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that would materially impair the value of any Intellectual Property Collateral or the Lien on and security interest in the
Intellectual Property Collateral intended to be granted to the Collateral Agent for the benefit of the Secured Parties, in the case of each of subclauses (i) and (ii), without the consent of the Collateral Agent. 

(g)    Each Pledgor agrees, on a continuing basis, to diligently keep adequate records respecting the Intellectual
Property Collateral and to furnish to the Collateral Agent, from time to time upon the Collateral Agent’s reasonable request therefor, reasonably detailed statements and amended schedules to the Perfection Certificate further identifying and
describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Collateral Agent may from time to time request. 

(h)    During the continuance of an Event of Default, within three Business Days after written notice from the Collateral
Agent, each Pledgor agrees to make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of such Event of Default as the Collateral Agent may
reasonably designate, by name, title or job responsibility, to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Pledgor under or in connection with the
Intellectual Property Collateral, and each Pledgor shall use commercially reasonable efforts to ensure that such Persons shall be available to perform their prior functions on the Collateral Agent’s behalf if compensated at Pledgor’s
expense on a per diem, pro rata basis consistent with the salary and benefits structure applicable to each as of the date of such Event of Default. 

(i)    With respect to its Intellectual Property Collateral, each Pledgor agrees to execute or otherwise authenticate
agreements, as applicable, the Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement in substantially the forms set forth in Exhibits 6, 7 and 8 hereto or otherwise in form and substance
satisfactory to the Collateral Agent for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office and
any other Governmental Authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. 

  
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 If any Pledgor shall, at any time before the payment in full of the Secured Obligations, (a) obtain any
rights to any additional Intellectual Property Collateral or (b) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically
apply thereto and any such item enumerated in clause (a) or (b) of this paragraph with respect to such Pledgor shall automatically constitute Intellectual Property Collateral if such item would have constituted Intellectual Property
Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party (excluding any Intellectual Property Collateral that constitutes Excluded Property). Each
Pledgor shall promptly (i) provide to the Collateral Agent written notice of any of the foregoing once each calendar quarter and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any rights
described in clauses (a) and (b) of the immediately preceding sentence of this paragraph by execution of an instrument in form reasonably requested by the Collateral Agent and the filing of any instruments or statements as shall be deemed
necessary, advisable or prudent by the Collateral Agent to preserve, protect or perfect the Collateral Agent’s security interest or the priority thereof in such Intellectual Property Collateral to the extent such security interest in such
Intellectual Property Collateral may be perfected under applicable Laws. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedule 7 to the Perfection Certificate to include any Intellectual Property
Collateral acquired or arising after the date hereof of such Pledgor. 
 Unless there shall occur and be continuing any Event of Default, each Pledgor shall
have the right to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense of the Pledgors, such applications for protection of the Intellectual Property Collateral and suits, proceedings
or other actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value or other damage as are necessary, advisable or prudent to protect the Intellectual Property Collateral. Upon the occurrence and during
the continuance of any Event of Default, the Collateral Agent shall have the right but shall in no way be obligated to file applications for protection of the Intellectual Property Collateral and/or bring suit in the name of any Pledgor, the
Collateral Agent or the Secured Parties to enforce the Intellectual Property Collateral and any license thereunder. In the event of such suit, each Pledgor shall, at the reasonable request of the Collateral Agent, do any and all lawful acts and
execute any and all documents requested by the Collateral Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the Collateral Agent in accordance with Section 10.04 of the Credit Agreement for all costs and
expenses incurred by the Collateral Agent in the exercise of its rights under this Section 6.3. In the event that the Collateral Agent shall elect not to bring such suit to enforce the Intellectual Property Collateral, each
Pledgor agrees, at the reasonable request of the Collateral Agent, to take all actions necessary, advisable or prudent, whether by suit, proceeding or other action, to prevent the infringement, counterfeiting, unfair competition, dilution,
diminution in value of or other damage to any of the Intellectual Property Collateral by others and for that purpose agrees to diligently maintain any suit, proceeding or other action against any Person so infringing necessary to prevent such
infringement. 

  
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 ARTICLE VII 

CERTAIN PROVISIONS CONCERNING ACCOUNTS 

Section 7.1    Special Representation and Warranties. As of the time when each of its Accounts arises, each
Pledgor shall be deemed to have represented and warranted that such Account and all records, papers and documents relating thereto (i) are genuine and correct and in all material respects what they purport to be, (ii) to the Pledgor’s
knowledge, represent the legal, valid and binding obligation of the account debtor, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally or by
equitable principles relating to enforceability, evidencing indebtedness unpaid and owed by such account debtor, arising out of the performance of labor or services or the sale, lease, license, assignment or other disposition and delivery of the
goods or other property listed therein or out of an advance or a loan, (iii) will, in the case of an Account, except for the original or duplicate original invoice sent to purchase evidencing such purchaser’s account, be the only original
writing evidencing and embodying such obligation of the account debtor named therein and (iv) are in all material respects in compliance and conform with all applicable Laws. 

Section 7.2    Maintenance of Records. Each Pledgor shall keep and maintain at its own cost and expense
complete records of each Account, in a manner consistent with prudent business practices, including records of all payments received, all credits granted thereon, all merchandise returned and all other documentation relating thereto. Each Pledgor
shall, at such Pledgor’s sole cost and expense, upon the Collateral Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, deliver all tangible evidence of Accounts, including all documents
evidencing Accounts and any books and records relating thereto to the Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by such Pledgor). Upon the occurrence and during the continuance of any
Event of Default, the Collateral Agent may transfer a full and complete copy of any Pledgor’s books, records, credit information, reports, memoranda and all other writings relating to the Accounts to and for the use by any Person that has
acquired or is contemplating acquisition of an interest in the Accounts or the Collateral Agent’s security interest therein without the consent of any Pledgor. 

Section 7.3    Legend. At the request of the Collateral Agent and in form and manner satisfactory to the
Collateral Agent, each Pledgor shall legend the Accounts and the other books, records and documents of such Pledgor evidencing or pertaining to the Accounts with an appropriate reference to the fact that the Accounts have been assigned to the
Collateral Agent for the benefit of the Secured Parties and that the Collateral Agent has a security interest therein. 

Section 7.4    Modification of Terms, etc. No Pledgor shall rescind or cancel any obligations evidenced by any
Account or modify any term thereof or make any adjustment with respect thereto except in the ordinary course of business in a manner consistent with prudent business practices, or extend or renew any such obligations except in the ordinary course of
business consistent with prudent business practices, or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Account or interest therein except in the ordinary course of business in a manner consistent with
prudent business practices, in each case, without the prior written consent of the Collateral Agent. Each Pledgor shall timely fulfill all obligations on its part to be fulfilled under or in connection with the Accounts. 

  
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 Section 7.5    Collection. Each Pledgor shall use commercially
reasonable efforts to collect from the account debtor of each of the Accounts, as and when due in the ordinary course of business and consistent with prudent business practices (including Accounts that are delinquent, such Accounts to be collected
in accordance with generally accepted commercial collection procedures), any and all amounts owing under or on account of such Account, and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such
Account, except that any Pledgor may, with respect to an Account, allow in the ordinary course of business (i) a refund or credit due as a result of returned or damaged or defective merchandise and (ii) such extensions of time to pay
amounts due in respect of Accounts and such other modifications of payment terms or settlements in respect of Accounts as shall be commercially reasonable in the circumstances, all in accordance with such Pledgor’s ordinary course of business
consistent with its collection practices as in effect from time to time. The costs and expenses (including attorneys’ fees) of collection, in any case, whether incurred by any Pledgor, the Collateral Agent or any Secured Party, shall be paid by
the Pledgors in accordance with Section 10.04 of the Credit Agreement. 
 ARTICLE VIII 

TRANSFERS 

Section 8.1    Transfers of Collateral. No Pledgor shall (a) sell, convey, assign or otherwise dispose
of, or grant any option with respect to, any of the Collateral pledged by it hereunder, except to the extent not prohibited by and otherwise subject to the requirements of the Credit Agreement, or (b) create or permit to exist any Lien upon or
with respect to any of the Collateral pledged by it hereunder other than Permitted Liens. 
 ARTICLE IX 

REMEDIES 

Section 9.1    Remedies. Upon the occurrence and during the continuance of any Event of Default, the
Collateral Agent may from time to time exercise in respect of the Collateral, in addition to the other rights and remedies provided for herein or otherwise available to it (including all rights afforded a secured party under the UCC), the following
remedies: 
 (a)    Personally, or by agents or attorneys, immediately take possession of the Collateral or any part
thereof, from any Pledgor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon any Pledgor’s premises where any of the Collateral is located, remove such
Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Collateral and use in connection with such removal and possession any and all services, supplies, aids and other facilities of any
Pledgor; 
 (b)    Demand, sue for, collect or receive any money or property at any time payable or receivable in
respect of the Collateral including instructing the obligor or obligors on any agreement, instrument or other obligation constituting part of the Collateral to make any payment required by the terms of such agreement, instrument or other obligation
directly to the Collateral Agent, and in connection with any of the foregoing, compromise, settle, extend the time for 

  
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payment and make other modifications with respect thereto; provided, however, that in the event that any such payments are made directly to any Pledgor, prior to receipt by any such
obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in trust for the benefit of the Collateral Agent and shall promptly but in no event later than three Business Days after receipt thereof (or such later
date as may be agreed to in writing by the Collateral Agent in its sole discretion) pay such amounts to the Collateral Agent; 

(c)    Sell, assign, grant a license to use or otherwise liquidate, or direct any Pledgor to sell, assign, grant a license
to use or otherwise liquidate, any and all investments made in whole or in part with the Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment, license or liquidation; 

(d)    Take possession of the Collateral or any part thereof, by directing any Pledgor in writing to deliver the same to
the Collateral Agent at any place or places so designated by the Collateral Agent, in which event such Pledgor shall at its own expense: (i) forthwith cause the same to be moved to the place or places designated by the Collateral Agent and
therewith delivered to the Collateral Agent, (ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent and (iii) while the Collateral shall be so stored
and kept, provide such security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition. Each Pledgor’s obligation to deliver the Collateral as contemplated in this
Section 9.1(d) is of the essence hereof. Upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by any Pledgor of such obligation; 

(e)    Withdraw all moneys, instruments, securities and other property in any bank, financial securities, deposit or other
account of any Pledgor constituting Collateral for application to the Secured Obligations as provided in Article X; 

(f)    Retain and apply the Distributions to the Secured Obligations as provided in Article X;

 (g)    Exercise any and all rights as beneficial and legal owner of the Collateral, including perfecting assignment
of and exercising any and all voting, consensual and other rights and powers with respect to any Collateral; and 

(h)    All the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the
affected Collateral), and the Collateral Agent may also in its sole discretion, without notice except as specified in Section 9.2, sell, assign, transfer or grant a license to use the Collateral or any part thereof in one
or more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the
Collateral Agent may deem commercially reasonable. The Collateral Agent or any other Secured Party or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of any or all of the Collateral at any such sale and 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, assigned or licensed at such sale, to use and apply any of the Secured Obligations owed to such Person as a
credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall 

  
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acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted by applicable
Laws, all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any Law now existing or hereafter enacted. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of
notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which
it was so adjourned. Each Pledgor hereby waives, to the fullest extent permitted by applicable Laws, any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold, assigned or
licensed at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. 

Section 9.2    Notice of Sale. Each Pledgor acknowledges and agrees that, to the extent notice of sale or
other disposition of Collateral shall be required by any Law, ten days’ prior notice to such Pledgor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be
commercially reasonable notification of such matters, unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market (in which case no such prior notice shall be required). No
notification need be given to any Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. 

Section 9.3    Waiver of Notice and Claims; Other Waivers; Marshalling. 

(a)    Each Pledgor hereby waives, to the fullest extent permitted by applicable Laws, notice of judicial hearing in
connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Collateral, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such
Pledgor would otherwise have under any Law, and each Pledgor hereby further waives, to the fullest extent permitted by applicable Laws, (i) all damages occasioned by such taking of possession, (ii) all other requirements as to the time,
place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (iii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force
under any applicable Laws. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article IX except to the extent resulting solely from the Collateral Agent’s gross
negligence or willful misconduct as finally determined by a court of competent jurisdiction. Any sale of, or the grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim
and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity or otherwise against such Pledgor and against any and all Persons claiming or attempting to claim the
Collateral so sold, optioned or realized upon, or any part thereof, from, through or under such Pledgor. 
 (b)    Each
Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of Credit Extensions, Collateral received or delivered or any other action taken in reliance hereon and all other demands and notices of any description.


  
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 (c)    The Collateral Agent shall not be required to marshal any present or
future collateral security (including the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the maximum
extent permitted by applicable Laws, each Pledgor hereby agrees that it will not invoke any Law relating to the marshalling of collateral and hereby irrevocably waives the benefits of all such Laws. 

Section 9.4    Standards for Exercising Rights and Remedies. (a) To the extent that applicable Laws
impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Pledgor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent (i) to fail to incur expenses reasonably
deemed significant by the Collateral Agent to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party
consents for access to Collateral to be disposed of, or to obtain or to fail to obtain consents for Governmental Authorities or third parties for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to
exercise collection remedies against account debtors or other Persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, (iv) to exercise collection remedies against account debtors
and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the
Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as any Pledgor, for expressions of interest in acquiring all or any portion of the Collateral, (vii) to hire one or more professional
auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the
Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim or modify disposition warranties, (xi) to
purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of Collateral, or
(xii) to the extent deemed appropriate by the Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any of the
Collateral. The Pledgors acknowledge that the purpose of this Section 9.4 is to provide non-exhaustive indications of what actions or omissions by the Collateral Agent would fulfill
the Collateral Agent’s duties under the UCC or other Law of the State or any other relevant jurisdiction in the Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Collateral Agent
shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section 9.4. Without limiting the foregoing, nothing contained in this Section 9.4 shall be
construed to grant any rights to any Pledgor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Laws in the absence of this Section 9.4. 

(a)    Each Pledgor recognizes that, by reason of certain prohibitions contained in Laws, the Collateral Agent may be
compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who meet the requirements of a Governmental Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less favorable
to 

  
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the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have
been made in a commercially reasonable manner and that, except as may be required by applicable Laws, the Collateral Agent shall have no obligation to engage in public sales. 

(b)    Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended
(the “Securities Act”), and applicable state or foreign securities laws, the Collateral Agent may be compelled, with respect to any sale or disposition of all or any part of the Securities Collateral and Investment Property, to
limit purchasers to Persons who will agree, among other things, to acquire such Securities Collateral or Investment Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges
that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the
Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no
obligation to delay the sale of any Securities Collateral or Investment Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under
applicable state or foreign securities laws, even if such issuer would agree to do so. 
 (c)    Notwithstanding the
foregoing, each Pledgor shall, upon the occurrence and during the continuance of any Event of Default, at the request of the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, cause any registration, qualification
under or compliance with any federal, state or foreign securities law or laws to be effected with respect to all or any part of the Securities Collateral as soon as practicable and at the sole cost and expense of the Pledgors. Each Pledgor will
cause such registration to be effected (and be kept effective) and cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Securities
Collateral including registration under the Securities Act (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state or foreign securities laws and appropriate compliance with all other requirements
of any Governmental Authority. Each Pledgor shall cause the Collateral Agent to be kept advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, shall furnish to the Collateral
Agent such number of prospectuses, offering circulars or other documents incident thereto as the Collateral Agent from time to time may request, and shall indemnify and shall cause the issuer of the Securities Collateral to indemnify the Collateral
against all claims, losses, damages and liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged
omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading. 

(d)    If the Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral or
Investment Property, upon written request, the applicable Pledgor shall, and shall cause each issuer of Securities Collateral and Investment Property to be sold hereunder to, from time to time furnish to the Collateral Agent all such information as
the Collateral Agent 

  
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may reasonably request in order to determine the number and nature or interest, of securities or other instruments included in the Securities Collateral or Investment Property which may be sold
by the Collateral Agent as exempt transactions under the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. 

(e)    Each Pledgor further agrees that a breach of any of the covenants contained in this
Section 9.4 will cause irreparable injury to the Collateral Agent and other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a
consequence, that each and every covenant contained in this Section 9.4 shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for
specific performance of such covenants. 
 Section 9.5    No Waiver; Cumulative Remedies. 

(a)    No failure on the part of the Collateral Agent to exercise, no course of dealing with respect to, and no delay on
the part of the Collateral Agent in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or remedy; nor shall the Collateral Agent be required to look first to, enforce or exhaust any other security, collateral or guaranties. The remedies herein provided are cumulative and are not
exclusive of any remedies provided by applicable Laws, in equity or otherwise. 
 (b)    In the event that the
Collateral Agent shall have instituted any proceeding to enforce any right, power or remedy under this Agreement by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have
been determined adversely to the Collateral Agent, then and in every such case, the Pledgors, the Collateral Agent and each other Secured Party shall be restored to their respective former positions and rights hereunder with respect to the
Collateral, and all rights, remedies and powers of the Collateral Agent and the other Secured Parties shall continue as if no such proceeding had been instituted. 

Section 9.6    Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have
occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the Intellectual Property Collateral that is Registered or such other
documents as are necessary, advisable or prudent to carry out the intent and purposes hereof. 
 ARTICLE X 

PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS; 

APPLICATION OF PROCEEDS 

Section 10.1    Proceeds of Casualty Events and Collateral Dispositions. The Pledgors shall take all actions
required by the Credit Agreement with respect to any Net Proceeds of any Casualty Event or from the sale or disposition of any Collateral. 

  
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 Section 10.2    Application of Proceeds. The proceeds received by
the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by
the Collateral Agent pursuant to this Agreement, in accordance with the Credit Agreement. 
 ARTICLE XI 

MISCELLANEOUS 

Section 11.1    Concerning Collateral Agent. 

(i)    The Collateral Agent has been appointed as collateral agent pursuant to the Credit Agreement. The actions of the
Collateral Agent hereunder are subject to the provisions of the Credit Agreement. The Collateral Agent 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 action (including the release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. Each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to
realize upon any of the Collateral 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 benefit of the Secured Parties in accordance with the
terms of this Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of
any such agents or attorneys-in-fact selected by it in good faith. The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner
provided in the Credit Agreement. Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent’s resignation, the
provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent. 

(ii)    Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting
for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The
Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession from time to time if such Collateral is accorded treatment substantially equivalent to that which the Collateral
Agent, in its individual capacity, accords its own property consisting of similar instruments or interests; provided that neither the Collateral Agent nor any of the other Secured Parties nor any of their respective directors, officers,
employees or agents shall have responsibility for (x) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Collateral Agent
or any other Secured Party has or is deemed to have knowledge of such matters, (y) failing to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or (z) failing to take any necessary steps to
preserve rights against any Person with respect to any Collateral. 

  
 38 








 (iii)    The Collateral Agent shall be entitled to rely upon any written
notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement and
its duties hereunder, upon advice of counsel selected by it. 
 (iv)    If any item of Collateral also constitutes
collateral granted to the Collateral Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust,
mortgage, security agreement, pledge or instrument of any type in respect of such collateral, the Collateral Agent, in its sole discretion, shall determine which provisions shall control. 

Section 11.2    Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If any Pledgor shall fail to perform any covenants contained in this Agreement (including such Pledgor’s covenants to (i) pay the premiums in respect of all required insurance
policies hereunder, (ii) pay Charges, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of such Pledgor under any Collateral) or if any representation or warranty on the part of any Pledgor contained
herein shall be breached, the Collateral Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Collateral Agent shall in no
event be bound to inquire into the validity of any Charges, Lien, imposition or other obligation which such Pledgor fails to pay or perform as and when required hereby and which such Pledgor does not contest in accordance with the provisions of
Section 4.13. Any and all amounts so expended by the Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section 10.04 of the Credit Agreement. Neither the provisions of this
Section 11.2 nor any action taken by the Collateral Agent pursuant to the provisions of this Section 11.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any
breach of representation or warranty from constituting an Event of Default. Each Pledgor hereby appoints the Collateral Agent its attorney-in-fact, with full authority
in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement,
this Agreement and the other Loan Documents which the Collateral Agent may deem necessary, advisable or prudent to accomplish the purposes hereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment
shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. 

Section 11.3    Continuing Security Interest; Assignment. This Agreement shall create a continuing security
interest in the Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent
and the other Secured Parties and each of their respective successors, transferees and assignees (including permitted assignees pursuant to Section 10.07 of the Credit Agreement). No other Persons (including any other creditor of any Pledgor)
shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any obligations held by it secured by this Agreement to
any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Credit Agreement. 

  
 39 








 Section 11.4    Termination; Release; Reinstatement. Collateral
shall be released if and to the extent so provided in Section 11.09 of the Credit Agreement. Each Pledgor 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 any Collateral are required to be returned by any Secured Party to such Loan Party, its estate,
trustee, receiver or any other party, including any Pledgor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall
be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, any Lien or other Collateral securing such Pledgor’s liability hereunder shall have been released or terminated by
virtue of the foregoing, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the
obligations of any such Pledgor in respect of any Lien or other Collateral securing such obligation or the amount of such payment. 

Section 11.5    Modification in Writing. No amendment, modification, supplement, termination or waiver of or
to any provision hereof, nor consent to any departure by any Pledgor therefrom, shall be effective unless the same shall be made in accordance with the terms of the Credit Agreement and unless in writing and signed by the Collateral Agent. Any
amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any departure by any Pledgor from the terms of any provision hereof shall be effective only in the specific instance and for
the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on any Pledgor in any case shall entitle any Pledgor to any other or further notice or demand in similar or other
circumstances. 
 Section 11.6    Notices. Unless otherwise provided herein or in the Credit Agreement, any
notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to any Pledgor, addressed to it at the address of the Borrower set forth in the Credit
Agreement and as to the Collateral Agent, addressed to it at the address set forth in the Credit Agreement, or in each case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery
with the terms of this Section 11.6. 
 Section 11.7    Governing Law, Consent to
Jurisdiction and Service of Process; Waiver of Jury Trial. 
 (a)    THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE UCC PROVIDES THAT PERFECTION OF THE
SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE 

  
 40 








 
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK, IN WHICH CASE THE LAWS OF SUCH JURISDICTION SHALL GOVERN WITH RESPECT TO THE PERFECTION OF THE SECURITY INTEREST IN, OR
THE REMEDIES WITH RESPECT TO, SUCH PARTICULAR COLLATERAL. 
 (b)    EACH PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO 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 COURT OR, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, 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 APPLICABLE LAWS. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHERWISE SHALL AFFECT ANY
RIGHT THAT THE COLLATERAL AGENT, ANY OTHER AGENT, ANY LENDER OR OTHER SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY PLEDGOR OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION. 
 (c)    EACH PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAWS, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN
SECTION 11.7(b). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT. 
 (d)    EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT, IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN FACSIMILE TRANSMISSION OR ELECTRONIC MEANS AND DISREGARDING ANY PERSON TO WHOM SUCH NOTICE IS REQUIRED TO BE COPIED) IN
SECTION 11.6. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWS. 

(e)    EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF 

  
 41 








 
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, THE TRANSACTIONS OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (i) 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
(ii) 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 11.7. 

Section 11.8    Severability of Provisions. Any provision hereof which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other
jurisdiction. 
 Section 11.9    Execution in Counterparts. This Agreement and any amendments, waivers,
consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together
shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or other electronic means shall be effective as delivery of a manually executed counterpart of this
Agreement. 
 Section 11.10    Business Days. In the event any time period or any date provided in this
Agreement ends or falls on a day other than a Business Day, then such time period shall be deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and performance herein may be made on such Business Day, with the
same force and effect as if made on such other day. 
 Section 11.11    Waiver of Stay. Each Pledgor
covenants that in the event that such Pledgor or any property or assets of such Pledgor shall hereafter become the subject of a voluntary or involuntary proceeding under the Bankruptcy Code or such Pledgor shall otherwise be a party to any federal,
state or foreign bankruptcy, insolvency, moratorium or similar proceeding to which the provisions relating to the automatic stay under Section 362 of the Bankruptcy Code or any similar provision in any such Law is applicable, then, in any such
case, whether or not the Collateral Agent has commenced foreclosure proceedings under this Agreement, such Pledgor shall not, and each Pledgor hereby expressly waives its right to (to the extent it may lawfully do so) at any time insist upon, plead
or in any whatsoever, claim or take the benefit or advantage of any such automatic stay or such similar provision as it relates to the exercise of any of the rights and remedies (including any foreclosure proceedings) available to the Collateral
Agent as provided in this Agreement, in any other Security Document or any other document evidencing the Secured Obligations. Each Pledgor further covenants that it will not hinder, delay or impede the execution of any power granted herein to the
Collateral Agent, but will suffer and permit the execution of every such power as though no law relating to any stay or similar provision had been enacted. 

  
 42 








 Section 11.12    No Credit for Payment of Taxes or Imposition. No
Pledgor shall be entitled to any credit against the principal, premium, if any, or interest payable under the Credit Agreement, and such Pledgor shall not be entitled to any credit against any other sums which may become payable under the terms
thereof or hereof, by reason of the payment of any Tax on the Collateral or any part thereof. 

Section 11.13    No Claims Against Collateral Agent. Nothing contained in this Agreement shall constitute any
consent or request by the Collateral Agent, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Collateral or any part thereof, nor as giving any Pledgor 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 the Collateral Agent 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 11.14    No Release. Nothing set forth in this Agreement shall relieve any Pledgor from the
performance of any term, covenant, condition or agreement on such Pledgor’s part to be performed or observed under or in respect of any of the Collateral or from any liability to any Person under or in respect of any of the Collateral or shall
impose any obligation on the Collateral Agent or any other Secured Party to perform or observe any such term, covenant, condition or agreement on such Pledgor’s part to be so performed or observed or shall impose any liability on the Collateral
Agent or any other Secured Party for any act or omission on the part of such Pledgor relating thereto or for any breach of any representation or warranty on the part of such Pledgor contained in this Agreement, the Credit Agreement or the other Loan
Documents, or under or in respect of the Collateral or made in connection herewith or therewith. The obligations of each Pledgor contained in this Section 11.14 shall survive the termination and release of the Liens
hereunder and the discharge of such Pledgor’s other obligations under this Agreement, the Credit Agreement and the other Loan Documents. 

Section 11.15    Overdue Amounts. Until paid, all amounts due and payable under this Agreement shall
constitute Secured Obligations and shall bear interest, whether before or after judgment, at the Default Rate. 

Section 11.16    Obligations Absolute. All obligations of each Pledgor hereunder shall be absolute and
unconditional irrespective of: 
 (i)    any bankruptcy, insolvency, reorganization, arrangement, readjustment,
composition, liquidation or the like of any Pledgor; 
 (ii)    any lack of validity or enforceability of any Loan
Document, or any other agreement or instrument relating thereto against any Pledgor; 
 (iii)    any change in the time,
manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating thereto; 

  
 43 








 (iv)    any pledge, exchange, release or
non-perfection or loss of priority of any other collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Secured Obligations; 

(v)    any exercise, non-exercise or waiver of any right, remedy, power or
privilege under or in respect hereof, or any Loan Document; or 
 (vi)    any other circumstances which might otherwise
constitute a defense available to, or a discharge of, any Pledgor. 
 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 

  
 44 








 IN WITNESS WHEREOF, the Pledgors and the Collateral Agent have caused this Security Agreement to
be duly executed and delivered by their duly authorized officers as of the date first above written. 
  

			
	 BLUCORA, INC.,
 as
Pledgor

		
	By:	 	  

		 	Name:
		 	Title:
	
	 TAXACT HOLDINGS, INC.,
 as
Pledgor

		
	By:	 	  

		 	Name:
		 	Title:
	
	 TAXACT, INC.,
 as
Pledgor

		
	By:	 	  

		 	Name:
		 	Title:
	
	 H.D. VEST, INC.,
 as
Pledgor

		
	By:	 	  

		 	Name:
		 	Title:
	
	 HDV HOLDINGS, INC.,
 as
Pledgor

		
	By:	 	  

		 	Name:
		 	Title:



  
 [Signature Page to
Security Agreement] 









			
	 PROJECT BASEBALL SUB, INC.,

as Pledgor

		
	By:	 	  

		 	Name:
		 	Title:
	
	 HD VEST ADVISORY SERVICES, INC.,

as Pledgor

		
	By:	 	  

		 	Name:
		 	Title:
	
	 HD VEST INSURANCE AGENCY, LLC,

as Pledgor

		
	By:	 	  

		 	Name:
		 	Title:
	
	 HD VEST INSURANCE AGENCY, L.L.C.,

as Pledgor

		
	By:	 	  

		 	Name:
		 	Title:
	
	 HD VEST INSURANCE AGENCY, LIMITED LIABILITY COMPANY,

as Pledgor

		
	By:	 	  

		 	Name:
		 	Title:



  
 [Signature Page to
Security Agreement] 









					
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Collateral Agent

		
	By:	 	  

		 	Name:	 	Doreen Barr
		 	Title:	 	Authorized Signatory
		
	By:	 	  

		 	Name:	 	Warren Van Heyst
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Security Agreement] 








 SCHEDULE 1 

Filings, Registrations and Recordings 
  

					
	 Pledgor
	  	 Type of Filing
	  	 Office

	Blucora, Inc.	  	 UCC-1
  
	  	Delaware Secretary of State, Division of Corporations
			
		  	Trademark Security Agreement	  	United States Patent and Trademark Office
			
	TaxACT Holdings, Inc.	  	UCC-1	  	Delaware Secretary of State, Division of Corporations
			
	TaxACT, Inc.	  	 UCC-1
  

Trademark Security Agreement
	  	 Iowa Secretary of State
  

United States Patent and Trademark Office

			
	H.D. Vest, Inc.	  	UCC-1	  	Texas Secretary of State, Uniform Commercial Code Section
			
		  	Copyright Security Agreement	  	United States Copyright Office
			
		  	Trademark Security Agreement	  	United States Patent and Trademark Office
			
	Project Baseball Sub, Inc.	  	UCC-1	  	Delaware Secretary of State, Division of Corporations
			
	HDV Holdings, Inc.	  	UCC-1	  	Delaware Secretary of State, Division of Corporations
			
	H. D. Vest Advisory Services, Inc.	  	UCC-1	  	Texas Secretary of State, Uniform Commercial Code Section
			
	H. D. Vest Insurance Agency, LLC	  	UCC-1	  	Texas Secretary of State, Uniform Commercial Code Section
			
	H.D. Vest Insurance Agency, L.L.C.	  	UCC-1	  	Massachusetts Secretary of the Commonwealth, Corporations Division
			
	H. D. Vest Insurance Agency, Limited Liability Company	  	UCC-1	  	Montana Secretary of State

  

  
 Schedule 1 to Security Agreement 








 EXHIBIT 1 

[Form of] 
 ISSUER’S
ACKNOWLEDGMENT 
 The undersigned hereby (i) acknowledges receipt of a copy of that certain Security Agreement dated as of May 22,
2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the
Security Agreement), among Blucora, Inc., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, in its capacity as collateral agent
pursuant to the Credit Agreement, as pledgee, assignee and secured party (in such capacities and together with any successors, the “Collateral Agent”), (ii) agrees promptly to note on its books the security interests granted to
the Collateral Agent and confirmed under the Security Agreement, (iii) agrees that it will comply with all instructions of the Collateral Agent or its nominee with respect to the applicable Securities Collateral without further consent by the
applicable Pledgor, (iv) agrees not to take any action to have any of the applicable Securities Collateral issued by it treated as Securities under Article 8 of the UCC without the Collateral Agent’s prior written consent, (v) agrees
that the “issuer’s jurisdiction” (as defined in Section 8-110 of the UCC) is the State of New York, U.S.A., (vi) agrees promptly to notify the Collateral Agent upon obtaining knowledge
of any interest in favor of any Person in the applicable Securities Collateral that is adverse to the interest of the Collateral Agent therein and (vii) waives any right or requirement at any time hereafter to receive a copy of the Security
Agreement in connection with the registration of any Securities Collateral thereunder in the name of the Collateral Agent or its nominee or the exercise of voting rights by the Collateral Agent or its nominee. 

 

			
	[                                    
    ]
		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:



  
 Issuer’s Acknowledgment 








 EXHIBIT 2 

[Form of] 
 SECURITIES PLEDGE
AMENDMENT 
 This Security Pledge Amendment, dated as of             ,
         (the “Pledge Amendment”) is delivered pursuant to Section 5.1 of that certain Security Agreement dated as of May 22, 2017 (as amended, amended
and restated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), among
Blucora, Inc., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, in its capacity as collateral agent pursuant to the Credit
Agreement, as pledgee, assignee and secured party (in such capacities and together with any successors, the “Collateral Agent”). The undersigned hereby agrees that this Pledge Amendment may be attached to the Security Agreement and
that the Pledged Securities and/or Intercompany Notes listed on this Pledge Amendment shall be deemed to be and shall become part of the Collateral and shall secure all Secured Obligations. 

 

			
	[                                    
    ]
		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:


 AGREED TO AND ACCEPTED: 
  

			
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Collateral Agent

		
	By:	 	  

		 	Name:
		 	Title:


  
 Securities Pledge Amendment Page 1 of 2









 PLEDGED SECURITIES 

 

											
	 ISSUER
	 	 CLASS OF

STOCK OR
INTERESTS
	 	 PAR

VALUE
	 	 CERTIFICATE

NO(S).
	 	 NUMBER

OF
 SHARES

OR
 INTERESTS
	 	 PERCENTAGE OF

ALL ISSUED
CAPITAL OR
OTHER EQUITY
INTERESTS OF

ISSUER

		 		 		 		 		 	

 INTERCOMPANY NOTES 
  

									
	 ISSUER
	 	 PRINCIPAL

AMOUNT
	 	 DATE OF

ISSUANCE
	 	 INTEREST

RATE
	 	 MATURITY

DATE

		 		 		 		 	


  
 Securities Pledge Amendment Page 2 of 2









 EXHIBIT 3 

[Form of] 
 JOINDER AGREEMENT 

[Name of New Pledgor] 
 [Address of
New Pledgor] 
 [Date] 
  

                          
                               

 

                          
                               

 

                          
                               

 

                          
                               

Ladies and Gentlemen: 
 Reference is made to
that certain Security Agreement dated as of May 22, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Security Agreement), among Blucora, Inc., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower from time to time party thereto and Credit Suisse AG, Cayman
Islands Branch, in its capacity as collateral agent pursuant to the Credit Agreement, as pledgee, assignee and secured party (in such capacities and together with any successors, the “Collateral Agent”). 

This joinder agreement supplements the Security Agreement and is delivered by the undersigned,
[                    ] (the “New Pledgor”), pursuant to Section 3.5 of the Security Agreement. The
New Pledgor hereby agrees to be bound as a Subsidiary Guarantor and as a Pledgor by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the
Security Agreement on the execution date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Credit Agreement and the other Loan
Documents to the same extent that it would have been bound if it had been a signatory to the Credit Agreement and the other Loan Documents on the execution date or dates of the Credit Agreement and the other Loan Documents. Without limiting the
generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of
the Secured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral and expressly assumes all obligations and liabilities of a Subsidiary Guarantor under the Credit Agreement and the
other Loan Documents and a Pledgor under the Security Agreement and the other Loan Documents. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to (i) the Pledgors contained
in the Security Agreement and the other Loan Documents and (ii) the Subsidiary Guarantors under the Credit Agreement and the other Loan Documents. 

  
 Joinder Agreement Page 1 of 3 








 Annexed hereto are (i) a supplement to the Perfection Certificate and (ii) supplements
to each of the Schedules to the Security Agreement and the Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable. 

This joinder agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of an executed counterpart of
this joinder agreement by facsimile transmission or other electronic means shall be effective as delivery of a manually executed counterpart of this joinder agreement. 

THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

[Remainder of this page intentionally left blank] 

  
 Joinder Agreement Page 2 of 3 








 IN WITNESS WHEREOF, the New Pledgor has caused this Joinder Agreement to be executed and
delivered by its duly authorized officer as of the date first above written. 
  

					
	[NEW PLEDGOR]
		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  



  

					
	AGREED TO AND ACCEPTED:
	
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Collateral Agent

		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  


 [Schedules to be attached] 

  
 Joinder Agreement Page 3 of 3 








 EXHIBIT 4 

[Form of] 
 SECURITIES ACCOUNT
CONTROL AGREEMENT 
 This SECURITIES ACCOUNT CONTROL AGREEMENT (this “Control Agreement”), dated as of
[                    ] by and among
[                    ], a
[                    ]
[                    ] (the “Pledgor”)1, Credit Suisse AG, Cayman
Islands Branch (the “Collateral Agent”) and [                    ] in its capacity as a “securities intermediary”
(as defined in Section 8-102 of the UCC) (the “Financial Institution”), is delivered pursuant to (i) that certain Credit Agreement dated as of May 22, 2017 (as amended, amended
and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Blucora, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party thereto, the Lenders from
time to time party thereto, the Collateral Agent and the other Agents party thereto and (ii) the Security Agreement. This Control Agreement is for the purpose of perfecting the security interests of the Secured Parties granted by the Pledgor in
the Designated Accounts (as defined below). All references herein to the “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York. Terms used but not defined herein that are defined in the Credit
Agreement have the meanings assigned to such terms in the Credit Agreement. 
 1.    Confirmation of Establishment
and Maintenance of Designated Account. The Financial Institution hereby confirms that (i) the Financial Institution has established for the Pledgor and maintains the account(s) listed on Schedule 1 hereto (such
account(s), together with each such other account maintained by the Pledgor with the Financial Institution collectively, the “Designated Accounts” and each a “Designated Account”), and (ii) each Designated
Account is a “securities account” as such term is defined in Article 8 of the UCC. 

2.    Control. The Collateral Agent shall at all times have “control” (as defined in Section 8-106 of the UCC) of any Designated Account; provided that, unless and until delivery by the Collateral Agent of Notice of Sole Control pursuant to Section 7(i) hereof to the Financial
Institution occurs, the Pledgor shall have the right from time to time to write checks against and make withdrawals from and transfers of amounts in the Designated Accounts. From and after delivery by the Collateral Agent of Notice of Sole Control
pursuant to Section 7(i) hereof to the Financial Institution until such time as the Collateral Agent delivers written notice to the Financial Institution rescinding such Notice of Sole Control (such period, the “Activation
Period”), the Financial Institution shall comply solely with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by the Collateral Agent without further
consent of the Pledgor or any Person or entity acting or purporting to act for the Pledgor being required, including, without limitation, directing disposition of the financial assets in each Designated Account. Prior to and after the end of any
Activation Period, the Financial Institution shall be entitled to honor the Pledgor’s instructions and directions with respect to any transfer or withdrawal of financial assets from the Designated Accounts. 

3.    Subordination of Lien; Waiver of Set-Off. In the event that the
Financial Institution has or subsequently obtains by agreement, operation of law or otherwise a security 
  

	1. 	 Insert applicable Loan Party. 



  
 Securities Account Control Agreement
Page 1 








 
interest in any Designated Account, the Financial Institution hereby agrees that such security interest shall be subordinate to that of the Secured Parties. The financial assets credited to any
Designated Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person or entity other than the Secured Parties (except that the Financial Institution may
set off (i) all amounts due to the Financial Institution in respect of its customary fees and expenses for the routine maintenance and operation of the Designated Accounts, including overdraft fees, and (ii) the face amount of any checks
or other items which have been credited to any Designated Account but are subsequently returned unpaid because of uncollected or insufficient funds). 

4.    Choice of Law. Both this Control Agreement and the Designated Account(s) shall be governed by the law of the
State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the “security intermediary’s jurisdiction” (within the meaning of
Section 8-110 of the UCC) and the Designated Account(s) shall be governed by the law of the State of New York. 

5.    Conflict with Other Agreements; Amendments. As of the date hereof, there are no other agreements entered into
between the Financial Institution and the Pledgor with respect to any Designated Account or any financial assets credited thereto (other than standard and customary documentation with respect to the establishment and maintenance of such Designated
Accounts). The Financial Institution and the Pledgor will not enter into any other agreement with respect to any Designated Account unless the Collateral Agent shall have received prior written notice thereof. The Financial Institution and the
Pledgor will not enter into any other agreement with respect to “control” of the Designated Accounts without the prior written consent of the Collateral Agent acting in its sole discretion. In the event of any conflict with respect to
“control” over any Designated Account between this Control Agreement (or any portion hereof) and any other agreement now existing or hereafter entered into, the terms of this Control Agreement shall prevail. No amendment or modification of
this Control Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all the parties hereto. 

6.    Notice of Adverse Claims. Except for the claims and interest of the Secured Parties and of the Pledgor in the
Designated Account(s), the Financial Institution on the date hereof does not know of any claim to, or security interest in, any Designated Account or in any financial assets credited thereto and does not know of any claim that any Person or entity
other than the Collateral Agent has been given “control” of any Designated Account or any such financial assets. If any Person or entity asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of
attachment, execution or similar process and any claim of “control”) against any financial assets credited to any Designated Account, the Financial Institution will promptly notify the
Collateral Agent and the Pledgor thereof. 
 7.    Maintenance of Designated Accounts. In addition to, and not in
lieu of, the obligation of the Financial Institution agreed in Section 2 hereof, the Financial Institution agrees to maintain the Designated Accounts as follows: 

(i)    Notice of Sole Control. Upon the occurrence and during the continuation of an Event of
Default, the Collateral Agent may deliver to the Financial 

  
 Securities Account Control Agreement
Page 2 








 
Institution a notice of sole control in substantially the form set forth in Exhibit A attached hereto (the “Notice of Sole Control”) with respect
to any Designated Account. If at any time the Collateral Agent delivers a Notice of Sole Control to the Financial Institution, the Financial Institution agrees that, after receipt of such notice, it will take all entitlement orders and other
instruction with respect to such Designated Account solely from the Collateral Agent. Without limiting the generality of the first sentence of this paragraph, upon receipt of a Notice of Sole Control, the Financial Institution shall follow all
instructions given by the Collateral Agent, including, without limitation, instructions for distribution or transfer of any financial assets in any Designated Account to be made to the Collateral Agent. No later than ten Business Days after such
Event of Default shall have ceased to exist in accordance with the terms of the Credit Agreement, the Collateral Agent shall deliver written notice to the Financial Institution rescinding the applicable Notice of Sole Control. 

(ii)    Statements and Confirmations. The Financial Institution will promptly send copies of
all statements and other correspondence (excluding routine confirmations) concerning any Designated Account to each of the Pledgor and the Collateral Agent at the address set forth in Section 11 hereof. The Financial Institution will promptly
provide to the Collateral Agent and to the Pledgor, upon the Collateral Agent’s request therefor from time to time and, in any event as of the last Business Day of each calendar month, a statement of the cash balance and financial assets in
each Designated Account. 
 8.    Representations, Warranties and Covenants of the Financial Institution.
The Financial Institution hereby makes the following representations, warranties and covenants: 

(i)    The Designated Accounts have been established as set forth in Section 1 hereof and each
Designated Account will be maintained in the manner set forth herein until termination of this Control Agreement. The Financial Institution shall not change the name or account number of any Designated Account without the prior written consent of
the Collateral Agent. 
 (ii)    The Financial Institution is a “securities intermediary,” as
such term is defined in Section 8-102 of the UCC. 

(iii)    All property credited to any Designated Account will be treated as “financial assets,”
as such term is defined in Section 8-102 of the UCC. 

(iv)    This Control Agreement is the valid and legally binding obligation of the Financial Institution,
enforceable against the Financial Institution 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. 
 (v)    The Financial
Institution has not entered into any agreement with any Person or entity pursuant to which it has agreed to comply with any entitlement orders or instructions with respect to any Designated Account other than the Collateral


  
 Securities Account Control Agreement
Page 3 








 
Agent. Until the termination of this Control Agreement, the Financial Institution will not, without the written approval of the Collateral Agent, enter into any agreement with any Person or
entity pursuant to which it agrees to comply with any orders or instructions of such Person with respect to any Designated Account. 

(vi)    The Financial Institution has not entered into any other agreement with the Pledgor or the
Collateral Agent purporting to limit or condition the obligation of the Financial Institution to comply with any orders or instructions with respect to any Designated Account as set forth in Section 2 hereof. 

9.    Indemnification of Financial Institution. The Pledgor and the Collateral Agent hereby agree that (a) the
Financial Institution is released from any and all liabilities to the Pledgor and the Collateral Agent arising from the terms of this Control Agreement and the Financial Institution’s compliance with the terms of this Control Agreement, except
to the extent that such liabilities arise from the Financial Institution’s gross negligence or willful misconduct, and (b) the Pledgor, its successors and assigns shall at all times indemnify and hold harmless the Financial Institution
from and against any and all claims, actions and suits of others arising out of the terms of this Control Agreement or the compliance of the Financial Institution with the terms hereof, except to the extent that such arises from the Financial
Institution’s gross negligence or willful misconduct, and from and against any and all liabilities, losses, damages, costs, claims, counsel fees and other expenses of every nature and character arising by reason of the same, until the
termination of this Control Agreement. 
 10.    Successors; Assignment. The terms of this Control Agreement
shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assignees. 

11.    Notices. Any notice, request or other communication required or permitted to be given under this
Control Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by facsimile transmission or other electronic means and electronic confirmation of error free receipt is received or two days after
being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below. 
  

			
	 Pledgor:
	  	
[                  
  ]

		  	
[                  
  ]

		  	
[                  
  ]

		  	 Attention:

		  	 Fax:

		
		  	 with a copy to:

		
		  	
[                  
                      ]

		  	 Attention:

		  	 Fax:



  
 Securities Account Control Agreement
Page 4 









			
	 [Financial Institution:
	  	
[                  
                      ]

		  	
[                  
                      ]

		  	
[                  
                      ]

		  	 Attention:

		  	 Fax:

		
	 Collateral Agent:
	  	 Credit Suisse AG, Cayman Islands Branch

		  	
[                  
  ]

		  	 Attention:
[                    ]

		  	 Fax:
[                    ]


 Any party may change its address for notices in the manner set forth above. 

12.    Termination. The rights and powers granted herein to the Collateral Agent have been granted in order
to perfect the security interests of the Secured Parties in the Designated Accounts and are powers coupled with an interest that will be affected neither by the bankruptcy of the Pledgor nor by the lapse of time. The obligations of the Financial
Institution hereunder shall continue in effect until the termination of the security interests of the Secured Parties with respect to the Designated Account(s) and the Collateral Agent has notified the Financial Institution of such termination in
writing. 
 13.    Severability. If any term or provision set forth in this Control Agreement shall be invalid or
unenforceable, the remainder of this Control Agreement, other than those provisions held invalid or unenforceable, shall be construed in all respects as if such invalid or unenforceable term or provision were omitted. 

14.    Counterparts. This Control Agreement may be executed in any number of counterparts, all of which
shall constitute one and the same instrument, and any party hereto may execute this Control Agreement by signing and delivering one or more counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such
counterparts together shall constitute one and the same instrument. Delivery of an executed counterpart of this Control Agreement by facsimile transmission or other electronic transmission shall be effective as delivery of a manually executed
counterpart of this Control Agreement. 
 [Remainder of this page intentionally left blank] 

  
 Securities Account Control Agreement
Page 5 








 IN WITNESS WHEREOF, the parties have caused this Control Agreement to be executed and delivered
by its duly authorized officer as of the date first above written. 
  

			
	[                                    
                        ]2
		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:
	
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Collateral Agent

		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:
	
	[                                    
    ], as Securities Intermediary
		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:


  

	2. 	Insert applicable Loan Party. 


  
 Securities Account Control Agreement
Page 6 








 SCHEDULE 1 

Designated Account(s) 

  
 Securities Account Control Agreement
Page 7 








 EXHIBIT A 

[Letterhead of Credit Suisse AG, Cayman Islands Branch] 

[Date] 
 [Financial Institution] 

[Address] 
 Attention:
                                        

 Re: Notice of Sole Control 
 Ladies
and Gentlemen: 
 As referenced in Section 7(i) of the Securities Account Control Agreement dated as of
[                    ], among [applicable Pledgor]1, us and you (the “Control Agreement”; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Control Agreement) (a copy of which is attached), we hereby
give you notice of our sole control over the Designated Account(s), account number(s):
                                        
(the “Specified Designated Accounts”). You are hereby instructed not to accept any entitlement orders or any other order, direction or instructions with respect to the Specified Designated Accounts or any financial assets credited
thereto from any Person or entity other than the undersigned, unless otherwise ordered by a court of competent jurisdiction. 
 You are
instructed to deliver a copy of this notice by facsimile transmission to [applicable Pledgor]. 
  

			
	Very truly yours,
	
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Collateral Agent

		
	By:	 	  

		 	Name:
		 	Title:


  

	cc:	[applicable Pledgor] 

  

 

	1. 	Insert applicable Loan Party. 


  
 Exhibit A to Securities Account Control
Agreement 








 EXHIBIT 5 

[Form of] 
 DEPOSIT ACCOUNT
CONTROL AGREEMENT 
 This DEPOSIT ACCOUNT CONTROL AGREEMENT (this “Control Agreement”), dated as of
[                    ] by and among
[                    ]1, a
[                    ]
[                    ] (the “Pledgor”), Credit Suisse AG, Cayman Islands Branch (the “Collateral Agent”) and
[                    ] in its capacity as a “bank” as defined in Section 9-102 of the
UCC (the “Financial Institution”), is delivered pursuant to (i) that certain Credit Agreement dated as of May 22, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among Blucora, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, the Collateral Agent and the other Agents
party thereto and (ii) the Security Agreement. This Control Agreement is for the purpose of perfecting the security interests of the Secured Parties granted by the Pledgor in the Designated Accounts (as defined below). All references herein to
the “UCC” mean the Uniform Commercial Code as in effect from time to time in the State of New York. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Credit Agreement. 

1.    Confirmation of Establishment and Maintenance of Designated Account. The Financial Institution hereby
confirms that (i) the Financial Institution has established for the Pledgor and maintains the deposit account(s) listed on Schedule 1 hereto (such deposit account(s), together with each such other deposit account
maintained by the Pledgor with the Financial Institution collectively, the “Designated Accounts” and each a “Designated Account”), and (ii) each Designated Account is a “deposit account” as such term
is defined in Article 9 of the UCC. 
 2.    Control. The Collateral Agent shall at all times have
“control” (as defined in Section 9-104 of the UCC) of any Designated Account; provided that unless and until delivery by the Collateral Agent of Notice of Sole Control pursuant to
Section 7(i) hereof to the Financial Institution occurs, the Pledgor shall have the right from time to time to write checks against and make withdrawals from and transfers of amounts in the Designated Accounts. From and after delivery by the
Collateral Agent of Notice of Sole Control pursuant to Section 7(i) hereof to the Financial Institution until such time as the Collateral Agent delivers written notice to the Financial Institution rescinding such Notice of Sole Control (such
period, the “Activation Period”), the Financial Institution shall comply solely with instructions originated by the Collateral Agent without further consent of the Pledgor or any Person or entity acting or purporting to act for the
Pledgor being required, including, without limitation, directing disposition of the funds in each Designated Account. Prior to and after the end of any Activation Period, the Financial Institution shall be entitled to honor the Pledgor’s
instructions and directions with respect to any transfer or withdrawal of funds from the Designated Accounts. 

3.    Subordination of Lien; Waiver of Set-Off. In the event that
the Financial Institution has or subsequently obtains by agreement, operation of law or otherwise a security 
  

	1. 	 Insert applicable Loan Party. 



  
 Deposit Account Control Agreement Page 1









 
interest in any Designated Account, the Financial Institution hereby agrees that such security interest shall be subordinate to that of the Secured Parties. The funds deposited into any
Designated Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person or entity other than the Secured Parties (except that the Financial Institution may
set off (i) all amounts due to the Financial Institution in respect of its customary fees and expenses for the routine maintenance and operation of the Designated Accounts, including overdraft fees, and (ii) the face amount of any checks
or other items which have been credited to any Designated Account but are subsequently returned unpaid because of uncollected or insufficient funds). 

4.    Choice of Law. Both this Control Agreement and the Designated Account(s) shall be governed by the law
of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the meaning of
Section 9-304 of the UCC) and the Designated Account(s) shall be governed by the law of the State of New York. 

5.    Conflict with Other Agreements; Amendments. As of the date hereof, there are no other agreements entered into
between the Financial Institution and the Pledgor with respect to any Designated Account or any funds credited thereto (other than standard and customary documentation with respect to the establishment and maintenance of such Designated Accounts).
The Financial Institution and the Pledgor will not enter into any other agreement with respect to any Designated Account unless the Collateral Agent shall have received prior written notice thereof. The Financial Institution and the Pledgor will not
enter into any other agreement with respect to “control” of the Designated Accounts without the prior written consent of the Collateral Agent acting in its sole discretion. In the event of any conflict with respect to “control”
over any Designated Account between this Control Agreement (or any portion hereof) and any other agreement now existing or hereafter entered into, the terms of this Control Agreement shall prevail. No amendment or modification of this Control
Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all the parties hereto. 

6.    Notice of Adverse Claims. Except for the claims and interest of the Secured Parties and of the Pledgor
in the Designated Account(s), the Financial Institution on the date hereof does not know of any claim to, or security interest in, any Designated Account or in any funds credited thereto and does not know of any claim that any Person or entity other
than the Collateral Agent has been given “control” of any Designated Account or any such funds. If any Person or entity asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment,
execution or similar process and any claim of “control”) against any funds in any Designated Account, the Financial Institution will promptly notify the Collateral Agent and the Pledgor
thereof. 
 7.    Maintenance of Designated Accounts. In addition to, and not in lieu of, the obligation
of the Financial Institution agreed in Section 2 hereof, the Financial Institution agrees to maintain the Designated Accounts as follows: 

(i)    Notice of Sole Control. Upon the occurrence and during the continuation of an Event of
Default, the Collateral Agent may deliver to the Financial 

  
 Deposit Account Control Agreement Page 2









 
Institution a notice of sole control in substantially the form set forth in Exhibit A attached hereto (the “Notice of Sole Control”) with respect
to any Designated Account. If at any time the Collateral Agent delivers a Notice of Sole Control to the Financial Institution, the Financial Institution agrees that, after receipt of such notice, it will take all instruction with respect to such
Designated Account solely from the Collateral Agent. Without limiting the generality of the first sentence of this paragraph, upon receipt of a Notice of Sole Control, the Financial Institution shall follow all instructions given by the Collateral
Agent, including, without limitation, instructions for distribution or transfer of any funds in any Designated Account to be made to the Collateral Agent. No later than ten Business Days after such Event of Default shall have ceased to exist in
accordance with the terms of the Credit Agreement, the Collateral Agent shall deliver written notice to the Financial Institution rescinding the applicable Notice of Sole Control. 

(ii)    Statements and Confirmations. The Financial Institution will promptly send copies of
all statements and other correspondence (excluding routine confirmations) concerning any Designated Account to each of the Pledgor and the Collateral Agent at the address set forth in Section 11 hereof. The Financial Institution will promptly
provide to the Collateral Agent and to the Pledgor, upon the Collateral Agent’s request therefore from time to time and, in any event as of the last Business Day of each calendar month, a statement of the cash balance in each Designated
Account. 
 8.    Representations, Warranties and Covenants of the Financial Institution. The Financial
Institution hereby makes the following representations, warranties and covenants: 
 (i)    The
Designated Accounts have been established as set forth in Section 1 hereof and each Designated Account will be maintained in the manner set forth herein until termination of this Control Agreement. The Financial Institution shall not change the
name or account number of any Designated Account without the prior written consent of the Collateral Agent. 

(ii)    The Financial Institution is a “bank,” as such term is defined in Section 9-102(a)(8) of the UCC. 
 (iii)    This Control Agreement
is the valid and legally binding obligation of the Financial Institution, enforceable against the Financial Institution 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. 

(iv)    The Financial Institution has not entered into any agreement with any other Person or entity
pursuant to which it has agreed to comply with any orders or instructions with respect to any Designated Account. Until the termination of this Control Agreement, the Financial Institution will not, without the written approval of the Collateral
Agent, enter into any agreement with any Person or entity pursuant to which it agrees to comply with any orders or instructions of such Person or entity with respect to any Designated Account. 

  
 Deposit Account Control Agreement Page 3









 (v)    The Financial Institution has not entered into any
other agreement with the Pledgor or the Collateral Agent purporting to limit or condition the obligation of the Financial Institution to comply with any orders or instructions with respect to any Designated Account as set forth in Section 2
hereof. 
 9.    Indemnification of Financial Institution. The Pledgor and the Collateral Agent hereby agree that
(a) the Financial Institution is released from any and all liabilities to the Pledgor and the Collateral Agent arising from the terms of this Control Agreement and the Financial Institution’s compliance with the terms of this Control
Agreement, except to the extent that such liabilities arise from the Financial Institution’s gross negligence or willful misconduct, and (b) the Pledgor, its successors and assigns shall at all times indemnify and hold harmless the
Financial Institution from and against any and all claims, actions and suits of others arising out of the terms of this Control Agreement or the compliance of the Financial Institution with the terms hereof, except to the extent that such arises
from the Financial Institution’s gross negligence or willful misconduct, and from and against any and all liabilities, losses, damages, costs, claims, counsel fees and other expenses of every nature and character arising by reason of the same,
until the termination of this Control Agreement. 
 10.    Successors; Assignment. The terms of this
Control Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assignees. 

11.    Notices. Any notice, request or other communication required or permitted to be given under this
Control Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by facsimile transmission or other electronic means and electronic confirmation of error free receipt is received or two days after
being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below. 
  

			
	Pledgor:	  	[                    ]
		  	[                    ]
		  	[                    ]
		  	Attention:
		  	Fax:
		
		  	with a copy to:
		
		  	[                                     
   ]
		  	Attention:
		  	Fax:
		
	Financial Institution:	  	[                                     
   ]
		  	[                                     
   ]
		  	[                                     
   ]
		  	[                                     
   ]
		  	Attention:


  
 Deposit Account Control Agreement Page 4










			
		  	 Fax:
 Telephone:

		
	Collateral Agent:	  	Credit Suisse AG, Cayman Islands Branch
		  	[                    ]
		  	 Attention:
[                    ]
 Fax:
[                    ]


 Any party may change its address for notices in the manner set forth above. 

12.    Termination. The rights and powers granted herein to the Collateral Agent have been granted in order
to perfect the security interests of the Secured Parties in the Designated Accounts and are powers coupled with an interest that will be affected neither by the bankruptcy of the Pledgor nor by the lapse of time. The obligations of the Financial
Institution hereunder shall continue in effect until the termination of the security interests of the Secured Parties with respect to the Designated Account(s) and the Collateral Agent has notified the Financial Institution of such termination in
writing. 
 13.    Severability. If any term or provision set forth in this Control Agreement shall be invalid or
unenforceable, the remainder of this Control Agreement, other than those provisions held invalid or unenforceable, shall be construed in all respects as if such invalid or unenforceable term or provision were omitted. 

14.    Counterparts. This Control Agreement may be executed in any number of counterparts, all of which
shall constitute one and the same instrument, and any party hereto may execute this Control Agreement by signing and delivering one or more counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such
counterparts together shall constitute one and the same instrument. Delivery of an executed counterpart of this Control Agreement by facsimile transmission or other electronic transmission shall be effective as delivery of a manually executed
counterpart of this Control Agreement. 
 [Remainder of this page intentionally left blank] 

  
 Deposit Account Control Agreement Page 5









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

			
	[                                    
    ]2
		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:
	
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Collateral Agent

		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:
	
	[                                    
    ], as Financial Institution
		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:


  
  

	2. 	Insert applicable Loan Party. 


  
 Deposit Account Control Agreement Page 6









 SCHEDULE 1 

Designated Account(s) 

  
 Schedule 1 to Deposit Account Control
Agreement 








 EXHIBIT A 

[Letterhead of Credit Suisse AG, Cayman Islands Branch] 

[Date] 
 [Financial Institution] 

[Address] 
 Attention:
                                        

 Re: Notice of Sole Control 
 Ladies
and Gentlemen: 
 As referenced in Section 7(i) of the Deposit Account Control Agreement dated as of
[                    ] among [applicable Pledgor], us and you (the “Control
Agreement”; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Control Agreement) (a copy of which is attached), we hereby give you notice of our sole control over the Designated Account(s),
account number(s):
                                        
(the “Specified Designated Accounts”). You are hereby instructed not to accept any direction or instructions with respect to the Specified Designated Accounts or any funds credited thereto from any Person or entity other than the
undersigned, unless otherwise ordered by a court of competent jurisdiction. 
 You are instructed to deliver a copy of this notice by
facsimile transmission to [applicable Pledgor]. 
  

			
	Very truly yours,
	
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Collateral Agent

		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:


  

	cc:	[applicable Pledgor] 








 EXHIBIT 6 

[Form of] 
 COPYRIGHT SECURITY
AGREEMENT 
 This Copyright Security Agreement (this “Copyright Security Agreement”), dated as of
[                    ], by Blucora, Inc., a Delaware corporation (the “Borrower”), and each person listed on
Schedule 1 hereto (collectively, the “Pledgors”), in favor of Credit Suisse AG, Cayman Islands Branch, in its capacity as Collateral Agent pursuant to the Credit Agreement dated as of May 22, 2017 (in
such capacity, the “Collateral Agent”). 
 W I T N E S S E T
H: 
 WHEREAS, Pledgors are party to a Security Agreement dated as of the date hereof (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are required to execute and deliver this Copyright Security Agreement. 

NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the ratable benefit of the Secured Parties, to enter
into the Credit Agreement, the Pledgors hereby agree with the Collateral Agent as follows: 
 SECTION 1. Defined Terms. Unless
otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement. 

SECTION 2. Grant of Security Interest in Copyright Collateral. As collateral security for the prompt and complete payment and
performance in full of the Secured Obligations, each Pledgor hereby pledges, hypothecates and grants to the Collateral Agent for the benefit of the Secured Parties a Lien on and security interest in and to all of the right, title and interest of
such Pledgor in, to and under the following Collateral of such Pledgor (collectively, the “Copyright Collateral”): 

(a)    the Copyrights of such Pledgor listed on Schedule 21 attached hereto; and 
 (b)    all Proceeds of any and all of the
foregoing. 
 SECTION 3. Security Agreement. The lien and security interest granted pursuant to this Copyright Security Agreement is
granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement, and the Pledgors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the lien on and
security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any
provision of this Copyright Security Agreement is deemed to be inconsistent with or in conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall determine otherwise. 

 
  

	1. 	List the Copyrights identified in the Perfection Certificate. 


  
 Copyright Security Agreement Page 1 of 3









 SECTION 4. Termination. Upon the full payment and performance of the Secured Obligations,
upon written request of the Borrower, the Collateral Agent shall execute, acknowledge, and deliver to the applicable Pledgor an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest
in the Copyrights under this Copyright Security Agreement. 
 SECTION 5. Recordation. Each Pledgor authorizes and requests that the
Register of Copyrights and any other applicable government officer record this Copyright Security Agreement. 
 SECTION 6. Execution in
Counterparts. This Copyright Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

SECTION 7. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE UCC PROVIDES THAT PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF
ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK, IN WHICH CASE THE LAWS OF SUCH JURISDICTION SHALL GOVERN WITH RESPECT TO THE PERFECTION OF THE SECURITY INTEREST IN, OR THE REMEDIES WITH RESPECT
TO, SUCH PARTICULAR COLLATERAL. 
 [Signature Page Follows] 

  
 Copyright Security Agreement Page 2 of 3









 IN WITNESS WHEREOF, each Pledgor has caused this Copyright Security Agreement to be executed and
delivered by its duly authorized offer as of the date first set forth above. 
  

			
	BLUCORA, INC., as the Borrower,
		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:
	
	[PLEDGORS]2
		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:


  
  

	2. 	This agreement needs to be executed only by any Pledgor that owns Copyright Collateral. 


  
 Copyright Security Agreement Page 3 of 3









 Accepted and Agreed: 
  

			
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Collateral Agent

		
	By:	 	                                     
                                         
           
		 	Name:
		 	Title:


  
 [Signature Page to
Copyright Security Agreement] 








 SCHEDULE 1 

to 
 COPYRIGHT SECURITY AGREEMENT

 PLEDGORS 
  

			
	 NAME
	  	 ADDRESS

		  	
		  	
		  	
		  	
		  	
		  	
		  	
		  	


  
 Schedule 1 to Copyright Security
Agreement 








 SCHEDULE 2 

to 
 COPYRIGHT SECURITY AGREEMENT

 COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS 

Copyright Registrations: 
  

															
	 PLEDGOR

OWNER
	 	 TITLE

OF
 WORK
	 	 COUNTRY
	 	 TITLE
	 	 REG.

NO.
	 	 APPLICATION

NO.
	 	 FILING

DATE
	 	 ISSUE

DATE

		 		 		 		 		 		 		 	

 Copyright Applications: 
  

											
	 PLEDGOR

OWNER
	 	 TITLE

OF
 WORK
	 	 COUNTRY
	 	 TITLE
	 	 APPLICATION

NO.
	 	 FILING

DATE

		 		 		 		 		 	


  
 Schedule 2 to Copyright Security
Agreement 








 EXHIBIT 7 

[Form of] 
 PATENT SECURITY
AGREEMENT 
 This Patent Security Agreement (this “Patent Security Agreement”), dated as of
[                    ], by Blucora, Inc., a Delaware corporation (the “Borrower”), and each person listed on
Schedule 1 hereto (collectively, the “Pledgors”), in favor of Credit Suisse AG, Cayman Islands Branch, in its capacity as Collateral Agent pursuant to the Credit Agreement dated as of May 22, 2017 (in
such capacity, the “Collateral Agent”). 
 W I T N E S S E T
H: 
 WHEREAS, the Pledgors are party to a Security Agreement dated as of the date hereof (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are required to execute and deliver this Patent Security Agreement. 

NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the ratable benefit of the Secured Parties, to enter
into the Credit Agreement, the Pledgors hereby agree with the Collateral Agent as follows: 
 SECTION 1. Defined Terms. Unless
otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement. 

SECTION 2. Grant of Security Interest in Patent Collateral. As collateral security for the prompt and complete payment and performance
in full of the Secured Obligations, each Pledgor hereby pledges, hypothecates and grants to the Collateral Agent for the benefit of the Secured Parties a Lien on and security interest in and to all of the right, title and interest of such Pledgor
in, to and under all the following Collateral of such Pledgor (collectively, the “Patent Collateral”): 

(a)    Patents of such Pledgor listed on
Schedule 21 attached hereto; and 

(b)    all Proceeds of any and all of the foregoing. 

SECTION 3. Security Agreement. The lien and security interest granted pursuant to this Patent Security Agreement is granted in
conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement, and the Pledgors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the lien and security
interest in the Patent Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of
this Patent Security Agreement is deemed to be inconsistent with or in conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine. 

 
  

	1 	List the Patents identified in the Perfection Certificate. 


  
 Patent Security Agreement Page 1 of 2









 SECTION 4. Termination. Upon the full payment and performance of the Secured Obligations,
upon written request of the Borrower, the Collateral Agent shall execute, acknowledge, and deliver to the applicable Pledgor an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest
in the Patents under this Patent Security Agreement. 
 SECTION 5. Recordation. Each Pledgor authorizes and requests that the
Commissioner of Patents and any other applicable government officer record this Patent Security Agreement. 
 SECTION 6. Execution in
Counterparts. This Patent Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

SECTION 7. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE UCC PROVIDES THAT PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF
ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK, IN WHICH CASE THE LAWS OF SUCH JURISDICTION SHALL GOVERN WITH RESPECT TO THE PERFECTION OF THE SECURITY INTEREST IN, OR THE REMEDIES WITH RESPECT
TO, SUCH PARTICULAR COLLATERAL. 
 [Signature Page Follows] 

  
 Patent Security Agreement Page 2 of 2









 IN WITNESS WHEREOF, each Pledgor has caused this Patent Security Agreement to be executed and
delivered by its duly authorized offer as of the date first set forth above. 
  

			
	BLUCORA, INC., as the Borrower,
		
	By:	 	  

		 	Name:
		 	Title:
	
	[PLEDGORS]1
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Accepted and Agreed:
	
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Collateral Agent

		
	By:	 	  

		 	Name:
		 	Title:

  
  

	1 	This agreement needs to be executed only by any Pledgor that owns Patent Collateral. 


  
 [Signature Page to Patent
Security Agreement] 








 SCHEDULE 1 

to 
 PATENT SECURITY AGREEMENT 

PLEDGORS 
  

			
	 NAME
	  	 ADDRESS

		  	
		  	
		  	
		  	
		  	
		  	
		  	
		  	


  
 Schedule 1 to Patent Security Agreement









 SCHEDULE 2 

to 
 PATENT SECURITY AGREEMENT 

PATENTS AND PATENT APPLICATIONS 
 Patents:

  

													
	 PLEDGOR

OWNER
	 	 TITLE
	 	 COUNTRY
	 	 PATENT

NO.
	 	 APPLICATION

NO.
	 	 FILING

DATE
	 	 ISSUE

DATE

		 		 		 		 		 		 	

 Patent Applications: 
  

									
	 PLEDGOR

OWNER
	 	 TITLE
	 	 COUNTRY
	 	 APPLICATION NO.
	 	 FILING

DATE

		 		 		 		 	


  
 Schedule 2 to Patent Security Agreement









 EXHIBIT 8 

[Form of] 
 TRADEMARK SECURITY
AGREEMENT 
 This Trademark Security Agreement (this “Trademark Security Agreement”), dated as of
[                    ], by Blucora, Inc., a Delaware corporation (the “Borrower”), and each person listed on
Schedule 1 hereto (collectively, the “Pledgors”), in favor of Credit Suisse AG, Cayman Islands Branch, in its capacity as Collateral Agent pursuant to the Credit Agreement dated as of May 22, 2017 (in
such capacity, the “Collateral Agent”). 
 W I T N E S S E
T H: 
 WHEREAS, the Pledgors are party to a Security Agreement dated as of the date hereof (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are required to execute and deliver this Trademark Security Agreement. 

NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the ratable benefit of the Secured Parties, to enter
into the Credit Agreement, the Pledgors hereby agree with the Collateral Agent as follows: 
 SECTION 1. Defined Terms. Unless
otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement. 

SECTION 2. Grant of Security Interest in Trademark Collateral. As collateral security for the prompt and complete payment and
performance in full of the Secured Obligations, each Pledgor hereby pledges, hypothecates and grants to the Collateral Agent for the benefit of the Secured Parties a Lien on and security interest in and to all of the right, title and interest of
such Pledgor in and to all of its right, title and interest in, to and under all the following Collateral of such Pledgor (collectively, the “Trademark Collateral”): 

(a)    Trademarks of such Pledgor listed on Schedule 21 attached hereto (provided that no security interest shall be granted in intent-to-use trademark or service mark
applications); 
 (b)    all goodwill associated with such Trademarks; and 

(c)    all Proceeds of any and all of the foregoing. 

SECTION 3. Security Agreement. The lien and security interest granted pursuant to this Trademark Security Agreement is granted in
conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement, and the Pledgors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the lien on and security

  

	1 	 List the Trademarks identified in the Perfection Certificate.




  
 Trademark Security Agreement Page 1 of 3









 
interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully
set forth herein. In the event that any provision of this Trademark Security Agreement is deemed to be inconsistent with or in conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent
shall otherwise determine. 
 SECTION 4. Termination. Upon the full payment and performance of the Secured Obligations, upon written
request of the Borrower, the Collateral Agent shall execute, acknowledge, and deliver to the applicable Pledgor an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the
Trademarks under this Trademark Security Agreement. 
 SECTION 5. Recordation. Each Pledgor authorizes and requests that the
Commissioner of Trademarks and any other applicable government officer record this Trademark Security Agreement. 
 SECTION 6. Execution
in Counterparts. This Trademark Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

SECTION 7. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE UCC PROVIDES THAT PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF
ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK, IN WHICH CASE THE LAWS OF SUCH JURISDICTION SHALL GOVERN WITH RESPECT TO THE PERFECTION OF THE SECURITY INTEREST IN, OR THE REMEDIES WITH RESPECT
TO, SUCH PARTICULAR COLLATERAL. 
 [Signature Page Follows] 

  
 Trademark Security Agreement Page 2 of 3









 IN WITNESS WHEREOF, each Pledgor has caused this Trademark Security Agreement to be executed and
delivered by its duly authorized offer as of the date first set forth above. 
  

			
	BLUCORA, INC., as the Borrower,
		
	By:	 	  

		 	Name:
		 	Title:
	
	[PLEDGORS]2
		
	By:	 	  

		 	Name:
		 	Title:


  
  

	2 	This agreement needs to be executed only by any Pledgor that owns Trademark Collateral. 


  
 Trademark Security Agreement Page 3 of 3










			
	Accepted and Agreed:
	
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Collateral Agent

		
	By:	 	  

		 	Name:
		 	Title:


  
 [Signature Page to
Trademark Security Agreement] 








 SCHEDULE 1 

to 
 TRADEMARK SECURITY AGREEMENT

 PLEDGORS 
  

			
	 NAME
	  	 ADDRESS

		  	
		  	
		  	
		  	
		  	
		  	
		  	
		  	


  
 Schedule 1 to Trademark Security
Agreement 








 SCHEDULE 2 

to 
 TRADEMARK SECURITY AGREEMENT

 TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS 

Trademark Registrations: 
  

													
	 PLEDGOR
OWNER
	 	 MARK
	 	 COUNTRY
	 	 REG.

NO.
	 	 APPLICATION

NO.
	 	 FILING

DATE
	 	 ISSUE

DATE

		 		 		 		 		 		 	


  
 Schedule 1 to Trademark Security
Agreement 








 EXHIBIT F 

FORM OF INTERCOMPANY NOTE 

INTERCOMPANY SUBORDINATED DEMAND PROMISSORY NOTE 
  

			
	 Note Number: [    ]
	  	Dated: [            ], 2017

 FOR VALUE RECEIVED, the Borrower (as defined below) and each of the Subsidiaries of the Borrower
(collectively, the “Group Members” and each, a “Group Member”) that is a party to this intercompany subordinated demand promissory note (this “Promissory Note”) as a Payor (as defined below)
promises to pay to the order of such other Group Member that makes loans to such Group Member (each Group Member which borrows money pursuant to this Promissory Note is referred to herein as a “Payor” and each Group Member which
makes loans and advances pursuant to this Promissory Note is referred to herein as a “Payee”), on demand, in lawful money of the United States of America, in immediately available funds and at the appropriate office of the Payee,
the aggregate unpaid principal amount of all loans and advances heretofore and hereafter made by such Payee to such Payor and any other indebtedness now or hereafter owing by such Payor to such Payee as shown in the books and records of such Payee.
The failure to show any such indebtedness or any error in showing such Indebtedness shall not affect the obligations of any Payor hereunder. Unless otherwise defined herein, terms defined in the Credit Agreement (hereinafter defined) and used herein
shall have the meanings assigned to them in that certain Credit Agreement, dated as of May 22, 2017 (as amended, amended and restated, extended, supplemented, waived or otherwise modified from time to time, the “Credit
Agreement”), among Blucora, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties from time to time party thereto, the Lenders, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral
Agent for the Lenders. 
 The unpaid principal amount hereof from time to time outstanding shall bear interest at a rate equal to the rate
as may be agreed upon in writing from time to time by the relevant Payor and Payee. Each Payor and any endorser of this Promissory Note hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. 
 This Promissory Note has been
pledged by each Payee that is a Loan Party to the Collateral Agent, for the benefit of the Secured Parties, as security for such Payee’s Secured Obligations under the Credit Agreement, the Security Agreement and the other Loan Documents to
which such Payee is a party. Each Payor acknowledges and agrees that, upon the occurrence and during the continuation of an Event of Default, the Collateral Agent and the other Secured Parties may exercise all the rights of the Payees that are Loan
Parties under this Promissory Note in accordance with the terms and conditions of the Credit Agreement, the Security Agreement and the other Loan Documents and will not be subject to any abatement, reduction, recoupment, defense, setoff or
counterclaim available to such Payor. 
 Each Payee agrees that any and all claims of such Payee against any Payor that is a Loan Party or
any endorser of the obligations of any Payor that is a Loan Party under this Promissory Note, or against any of their respective properties, shall be subordinated in right of payment to the Secured Obligations until all of the Secured Obligations
have been performed and paid in full in immediately available funds, all Letters of Credit have been terminated, cash collateralized or backstopped in accordance with the Credit Agreement and the Commitments have been terminated; provided
that each Payor may make payments to the applicable Payee so long as no Default or Event of Default shall have occurred and be continuing. Notwithstanding any right of any Payee to ask, demand, sue for, take or receive any payment from any Payor,
all rights, Liens and security interests of such Payee, whether now or hereafter arising and howsoever existing, in any assets of any Payor that is a Loan Party (whether constituting part of the security or collateral given to the Collateral Agent
or any Secured Party to secure payment of all or any part of the Secured Obligations or otherwise) shall be and hereby are subordinated to the rights of the Administrative Agent or any Secured Party in such assets. Except as expressly permitted by
the Credit Agreement, the Payees shall have no right to possession of any such asset or to foreclose upon, or exercise any other remedy in respect of, any such asset, whether by judicial action or otherwise, unless and until all of the Secured
Obligations shall have been performed and paid in full in immediately available funds, all Letters of Credit have been terminated, cash collateralized or backstopped in accordance with the Credit Agreement and the Commitments under the Credit
Agreement have been terminated. 

  
 F - 1 








 This Promissory Note shall be binding upon each Payor and its successors and assigns, and the
terms and provisions of this Promissory Note shall inure to the benefit of each Payee and their respective 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 Promissory Note (i) replaces and supersedes any and all promissory notes or other instruments which create or evidence any loans or advances made on or before the date hereof by
any Payee to any other Group Member, and (ii) shall not be deemed replaced, superseded or in any way modified by any promissory note or other instrument entered into on or after the date hereof which purports to create or evidence any loan or
advance by any Payee to any other Group Member. 
 THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

 The terms and provisions of this Promissory Note are severable, and if any term or provision shall be determined to be superseded,
illegal, invalid or otherwise unenforceable in whole or in part pursuant to applicable Laws by a Governmental Authority having jurisdiction, such determination shall not in any manner impair or otherwise affect the validity, legality or
enforceability of that term or provision in any other jurisdiction or any of the remaining terms and provisions of this Promissory Note in any jurisdiction. 

From time to time after the date hereof, additional Subsidiaries of the Borrower may become parties hereto (as Payor and/or Payee, as the case
may be) by executing a counterpart signature page to this Promissory 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 shall not be affected or diminished by the addition or release of any other Payor or Payee hereunder. This Promissory 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. 
 This Promissory Note may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart
of this Promissory Note by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Promissory Note. 

  
 F - 2 








 IN WITNESS WHEREOF, each Payor and Payee has caused this Intercompany Subordinated Demand
Promissory Note to be executed and delivered by its proper and duly authorized officer as of the date set forth above. 
  

			
	 BLUCORA, INC.,
 as a Payor and
Payee

		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:
	
	 TAXACT HOLDINGS, INC.,
 as a Payor
and Payee

		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:
	
	 TAXACT, INC,
 as a Payor and
Payee

		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:
	
	 H.D. VEST, INC.,
 as a Payor and
Payee

		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:



  
 F - 3 








 
			
	 PROJECT BASEBALL SUB, INC.,
 as a
Payor and Payee

		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:
	
	 HDV HOLDINGS, INC.,
 as a Payor and
Payee

		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:
	
	 H.D. VEST INVESTMENT SECURITIES, INC.,

as a Payor and Payee

		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:
	
	 H.D. VEST ADVISORY SERVICES, INC.,

as a Payor and Payee

		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:



  
 F - 4 









			
	 H.D. VEST INSURANCE AGENCY, L.L.C,

as a Payor and Payee

		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:
	
	 H.D. VEST INSURANCE AGENCY, LIMITED LIABILITY COMPANY (MT),

as a Payor and Payee

		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:
	
	 H.D. VEST INSURANCE AGENCY, LLC (TX),

as a Payor and Payee

		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:
	
	 SIMPLETAX SOFTWARE INC.,
 as a
Payee

		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:
	
	 GO 2 NET, INC.,
 as a Payor and
Payee

		
	By:	 	                                     
                                         
                 
		 	Name:
		 	Title:



  
 F - 5 








 EXHIBIT G-1 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of May 22, 2017 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Credit Agreement”), among Blucora, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties from time to time party thereto and Credit Suisse AG, Cayman
Islands Branch, as the administrative agent (the “Administrative Agent”), and each lender from time to time party thereto. 

Pursuant to the provisions of Section 3.01(d)(ii)(C) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole
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 Code, (iii) it is not a ten
percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its
non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this
certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times
furnished the Borrower and the Administrative Agent 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. 
 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings assigned to
them in the Credit Agreement. 
  

			
	[NAME OF FOREIGN LENDER]
		
	By:	 	                                     
                                         
           
		 	Name:
		 	Title:

 Date:                  ,
20[    ] 

  
 G-1 - 1 








 EXHIBIT G-2 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of May 22, 2017 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Credit Agreement”), among Blucora, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties from time to time party thereto and Credit Suisse AG, Cayman
Islands Branch, as the administrative agent (the “Administrative Agent”), and each lender from time to time party thereto. 

Pursuant to the provisions of Section 3.01(d)(ii)(D) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole
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 Code, (iii) it is not a ten percent shareholder of the Borrower within the
meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person
status on IRS Form W-8BEN or W-8BEN-E, as applicable. 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. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings assigned to them in the Credit
Agreement. 
  

			
	[NAME OF FOREIGN PARTICIPANT]
		
	By:	 	                                     
                                         
           
		 	Name:
		 	Title:

 Date:                  ,
20[    ] 

  
 G-2 - 1 








 EXHIBIT G-3 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of May 22, 2017 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Credit Agreement”), among Blucora, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties from time to time party thereto and Credit Suisse AG, Cayman
Islands Branch, as the administrative agent (the “Administrative Agent”), and each lender from time to time party thereto. 

Pursuant to the provisions of Section 3.01(d)(ii)(D) 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) with respect such participation, neither the
undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code,
(iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign
corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished its participating
Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form
W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS
Form W-8BEN or W-8BEN-E, as applicable, 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 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. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings assigned to them in the Credit
Agreement. 
  

			
	[NAME OF FOREIGN PARTICIPANT]
		
	By:	 	                                     
                                         
           
		 	Name:
		 	Title:

 Date:                  ,
20[    ] 

  
 G-3 - 1 








 EXHIBIT G-4 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of May 22, 2017 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Credit Agreement”), among Blucora, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties from time to time party thereto and Credit Suisse AG, Cayman
Islands Branch, as the administrative agent (the “Administrative Agent”), and each lender from time to time party thereto. 

Pursuant to the provisions of Section 3.01(d)(ii)(D) 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) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit
pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower
within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY
accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, 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 Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative
Agent 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. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings assigned to them in the Credit
Agreement. 
  

			
	[NAME OF FOREIGN LENDER]
		
	By:	 	  

		 	Name:
		 	Title:

 Date:                  ,
20[    ] 

  
 G-4 - 1 








 EXHIBIT H 

FORM OF ASSIGNMENT AND ASSUMPTION 

Date:         , 20     

This Assignment and Assumption (this “Assignment Agreement”) 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 assigned to them in
the Credit Agreement (as defined below), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby
agreed to and incorporated herein by reference and made a part of this Assignment Agreement 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 Loan Documents 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 respective Facilities identified below
(including, without limitation, any Letters of Credit and guarantees and any participations in any of the foregoing included in such Facilities) 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 Loan Document and 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, but not limited to, 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 Agreement, without representation or warranty by the Assignor. 

 

					
	1.	  	Assignor:	  	                                     
   
		  	[Assignor [is] [is not] a Defaulting Lender.]
			
	2.	  	Assignee:	  	                                     
   
		  		  	[and is a [Term Lender] [Revolving Lender]] [and is an Affiliate/Approved Fund of [identify Lender]1]
			
	3.	  	Borrower:	  	Blucora, Inc., a Delaware corporation (the “Borrower”)
			
	4.	  	Administrative Agent:	  	Credit Suisse AG, Cayman Islands Branch, as the administrative agent under the Credit Agreement.
			
	5.	  	Credit Agreement:	  	The Credit Agreement, dated as of May 22, 2017 (as the same may be amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among the Borrower,
the lenders from time to time party thereto, the other Loan Parties from time to time party thereto and the Administrative Agent.
	6.	  	Assigned Interest2:

  
  

	1 	Select as applicable. 


	2 	Must comply with the minimum assignment amounts set forth in Section 10.07(b)(ii)(A), to the extent applicable. 


  
 H - 1 









																	
	 Facility Assigned3
	  	Aggregate Amount
of
Commitment/Loans
for all Lenders	 	  	Amount of
Commitment/Loans
Assigned	 	  	Percentage Assigned
of
Commitment/Loans4	 	 	CUSIP Number	 
		  	$	            	 	  	$	            	 	  	 	    	% 	 			
		  	$	            	 	  	$	            	 	  	 	    	% 	 			
		  	$	            	 	  	$	            	 	  	 	    	% 	 			

 [7.    Trade Date:
                    ]5 

Effective Date:             , 20     [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
 The terms set forth in this Assignment
Agreement are hereby agreed to: 
  

			
	ASSIGNOR
	[NAME OF ASSIGNOR]
		
	By:	 	
                     
    

		 	Title:
	
	ASSIGNEE
	[NAME OF ASSIGNEE]
		
	By:	 	
                     
    

		 	Title:


  
  

	3 	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment”, “Term Commitment”, etc.)



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


	5 	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 


  
 H - 2 









			
	[Consented to and Accepted:
	
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent
		
	By:	 	  

		 	Name:
		 	Title:]6
	
	 [BLUCORA, INC.,
 as the
Borrower

		
	By:	 	  

		 	Name:
		 	Title:]7
	
	[[EACH ISSUING LENDER],
		
	By:	 	  

		 	Name:
		 	Title:]8

  
  

	6 	Only to be included if consent of the Administrative Agent is required pursuant to the Credit Agreement. 


	7 	Only to be included if consent of the Borrower is required pursuant to the Credit Agreement. 


	8 	Only to be included if consent of each of the Issuing Lenders is required pursuant to the Credit Agreement. 


  
 H - 3 








 ANNEX 1 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AGREEMENT 
 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, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver
this Assignment Agreement and to consummate the transactions contemplated hereby, and (iv) it is [not] a Defaulting Lender; 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 or any collateral thereunder, (iii) the financial condition
of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates 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 Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement) and the requirements contained in Section 10.07 of the Credit Agreement,
(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 6.01 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 Agreement 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 Agreement 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 Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the
Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves. 

3. General Provisions. This Assignment Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment Agreement 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 Agreement by
telecopy shall be effective as delivery of a manually executed counterpart of this Assignment Agreement. This Assignment Agreement shall be construed in accordance with and governed by the laws of the State of New York, without regard to principles
of conflicts of laws (other than section 5-1401 of the New York General Obligations Law). 

  
 H - 4 








 EXHIBIT I 

FORM OF PERFECTION CERTIFICATE 

[To be attached.] 

  
 Exhibit I - 1 








 PERFECTION CERTIFICATE 

Date: May 22, 2017 

Reference is made to the Credit Agreement dated as of May 22, 2017 (as amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among Blucora, Inc. (the “Borrower”), the Guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse Securities
(USA) LLC, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement or the Guarantee and Collateral
Agreement referred to therein, as applicable. 
 The undersigned, the Chief Financial Officer of the Borrower, hereby certifies to the Administrative Agent
and each other Secured Party as follows: 
 1. Names. (a) The exact legal name of each Grantor, as such name appears in its respective
certificate of formation or organization, is set forth on Schedule 1(a). 
 (b) Set forth on Schedule 1(b) is (i) each other legal name each Grantor
has had in the past five years, together with the date of the relevant change and (ii) each other name (including trade names or similar appellations) used by each Grantor or any of its divisions or other business units in connection with the
conduct of its business or the ownership of its properties at any time during the past five years. 
 (c) Except as set forth on Schedule 1(c), no
Grantor has changed its identity or corporate structure in any way or acquired any division or line of business from any other person within the past five years. Changes in identity or corporate structure would include mergers, consolidations and
acquisitions (including acquisitions of all or substantially all of the assets of another person), as well as any change in the form, nature or jurisdiction of organization. If any such change has occurred, include in Schedule 1(c) the
information required by Sections 1 and 2(a) and 2(b) of this certificate as to each acquiree or constituent party to each such merger or consolidation or seller of such division or line of business. 

(d) Set forth on Schedule 1(d) is (i) the Organizational Identification Number, if any, issued by the jurisdiction of formation of each Grantor that is a
registered organization and (ii) the Federal Taxpayer Identification Number of each Grantor. 
 2. Current Locations. (a) The jurisdiction
of formation or organization of each Grantor that is a registered organization is set forth on Schedule 2(a) opposite its name. 
 (b) The chief executive
office of each Grantor is located at the address set forth on Schedule 2(b) opposite its name. 







 (c) Set forth on Schedule 2(c) opposite the name of each Grantor are all locations where such Grantor maintains
any books or records relating to any Accounts (with each location at which chattel paper, if any, is kept being indicated by an “*”). 
 (d) Set
forth on Schedule 2(d) opposite the name of each Grantor are all the places of business and other locations where such Grantor maintains any Equipment or other Collateral (with each location at which Collateral that could reasonably constitute
Fixtures is located, being indicated by an “*”), in each case not identified in Schedules 2(b), (c) or (d). 
 3. Schedule of Filings.
Attached hereto as Schedule 3 is a schedule setting forth each filing, made in connection with financing statements, and the proper Uniform Commercial Code filing office in which such filing is to be made. 

4. Stock Ownership and other Equity Interests. Attached hereto as Schedule 4 is a true and correct list of stock, partnership interests, limited
liability company membership interests or other Equity Interests owned by each Grantor, in each case specifying the issuer and certificate number of, and the number and percentage of ownership represented by, such Equity Interests. 

5. Debt Instruments. Attached hereto as Schedule 5 is a true and correct list of all debt instruments and other evidence of Indebtedness held by
the Borrower and each Subsidiary that are required to be delivered to the Administrative Agent under the Collateral Agreement, including all intercompany Indebtedness, in each case specifying the creditor and debtor thereunder and the type and
outstanding principal amount thereof. 
 6. Mortgage Filings. Attached hereto as Schedule 6 is a schedule setting forth, with respect to each
Mortgaged Property, (a) the exact name of the Person that owns such property as such name appears in its certificate of incorporation or other organizational document, (b) if different from the name identified pursuant to clause (a), the
exact name of the current record owner of such property reflected in the records of the filing office for such property identified pursuant to the following clause and (c) the filing office in which a Mortgage with respect to such property must
be filed or recorded in order for the Administrative Agent to obtain a perfected security interest therein. 
 7. Intellectual Property. Attached
hereto as Schedule 7(A) in proper form for filing with the United States Patent and Trademark Office is a schedule setting forth, with respect to each Grantor, each Patent (including each Patent application) owned by such Grantor and the name
of the registered owner, type, registration or application number and the expiration date (if already registered) thereof. 
 Attached hereto as
Schedule 7(B) in proper form for filing with the United States Patent and Trademark Office is a schedule setting forth, with respect to each Grantor, each Trademark (including each Trademark application) owned by such Grantor and the name
of the registered owner, the registration or application number and the expiration date (if already registered) thereof. 

  
 2 








 Attached hereto as Schedule 7(C) in proper form for filing with the United States Copyright Office is a
schedule setting forth, with respect to each Grantor, each Copyright (including each Copyright application) owned by such Grantor and the name of the registered owner, the title and the registration number (if already registered) thereof. Also set
forth on Schedule 7(C) in proper form for filing with United States Copyright Office is a schedule setting forth all material or exclusive Copyright Licenses (where the Grantor is a licensee) granted to any Grantor. 

8. Commercial Tort Claims. Attached hereto as Schedule 8 is a true and correct list of commercial tort claims in excess of $100,000 individually
or $250,000 in the aggregate held by any Grantor, including a brief description thereof. 
 9. Deposit Accounts. Attached hereto as Schedule 9
is a true and correct list of deposit accounts maintained by each Grantor, including the name and address of the depositary institution, the type and purpose of each account and the account number. 

10. Securities Accounts. Attached hereto as Schedule 10 is a true and correct list of all securities accounts maintained by each Grantor where the
law governing the account agreement related to the securities account differs from the law of the jurisdiction of organization of the Grantor (it being understood that for purposes of determining jurisdiction for this purpose, any state in the
United States will be considered the same jurisdiction), including the name and address of the securities intermediary, the type and purpose of each account and the governing law of the related account agreement.  

11. Commodities Accounts. Attached hereto as Schedule 11 is a true and correct list of commodities accounts maintained by each Grantor, including
the name and address of the commodity intermediary, the type and purpose of each account and the account number. 
 12. Letter-of-Credit Rights. Attached hereto as Schedule 12 is a true and complete list of all letters of credit issued in favor of any Grantor, including the name and address of the issuer (and if
applicable, the confirmer) with respect to such letter of credit. 
 13. Chattel Paper. Attached hereto as Schedule 13 is a true and complete list,
for each Grantor, of all chattel paper (whether tangible and electronic), specifying the Grantor and obligor thereunder, the type, the due date and outstanding principal amount thereof. 

  
 3 








 IN WITNESS WHEREOF, the undersigned have duly executed this certificate as of the date first written above. 

 

					
	BLUCORA, INC.,
		
	 by
	 	                                   
                                      



 
					
		 	Name:	 	Eric M. Emans
		 	Title:	 	Chief Financial Officer



  
 4 








 SCHEDULE 1(a) 

Legal Names of Grantors 
 Name of
Grantor 
 Blucora, Inc. 
 TaxACT Holdings, Inc. 

TaxACT, Inc. 
 Project Baseball Sub, Inc. 

H.D. Vest, Inc. 
 HDV Holdings, Inc. 

H. D. Vest Advisory Services, Inc. 
 H. D. Vest Insurance Agency,
LLC 
 H.D. Vest Insurance Agency, L.L.C. 
 H. D. Vest Insurance
Agency, Limited Liability Company 

  
 5 








 SCHEDULE 1(b) 

Prior Legal Names and Trade Names 
 1.
Prior Legal Names: 
  

					
	 Grantor
	  	Date of Change	  	 Description of Change

	 Blucora, Inc.
	  	August 10, 2012	  	Name change from “InfoSpace, Inc.” to “Blucora, Inc.”
			
	 TaxACT, Inc.
	  	July 15, 2013	  	Name change from “2nd Story Software, Inc.” to “TaxACT, Inc.”

 2. Trade Names 
  

			
	 Grantor
	  	 Trade Name

	Blucora, Inc.	  	None
		
	TaxACT Holdings, Inc.	  	None
		
	TaxACT, Inc.	  	TaxAct
		
	Project Baseball Sub, Inc.	  	None
		
	H.D. Vest, Inc.	  	HD Vest Financial Services
		
	HDV Holdings, Inc.	  	None
		
	H. D. Vest Advisory Services, Inc.	  	HD Vest Advisory Services
		
	H. D. Vest Insurance Agency, LLC	  	None
		
	H.D. Vest Insurance Agency, L.L.C.	  	None
		
	H. D. Vest Insurance Agency, Limited Liability Company	  	None


  
 6 








 SCHEDULE 1(c) 

Changes in Corporate Identity/Structure 
  

					
	 Grantor
	  	 Date of

Acquisition/Change
	  	 Description of Acquisition including full legal

name of seller, seller’s jurisdiction of

organization and seller’s chief executive

office

	TaxACT, Inc.	  	July 2, 2015	  	Pursuant to a Share Purchase Agreement between TaxACT, Inc. and SimpleTax Software Inc., a British Columbia corporation, TaxACT, Inc. purchased all of the outstanding shares of SimpleTax. SimpleTax’s chief executive office was
located at B 2112 W 8 Ave, Vancouver, BC V6K 2A4.
			
	TaxACT, Inc.	  	December 27, 2013	  	Pursuant to a Plan of Merger, Balance Financial, Inc., a Washington corporation merged into TaxACT, Inc., with TaxACT, Inc., being the surviving entity. Balance Financial, Inc.’s chief executive office was located at 1800 112th
Ave. NE, Suite 260-E, Bellevue, WA 98004.
			
	Blucora, Inc./Project Baseball Sub, Inc.	  	December 31, 2015	  	On December 31, 2015, the Borrower, through its wholly owned acquisition subsidiary Project Baseball Sub, Inc. acquired HDV Holdings, Inc., which is the holding company for the group of companies that comprise the H.D. Vest
Financial Services business, pursuant to the terms of a Stock Purchase Agreement.


  
 7 








 SCHEDULE 1(d) 

Organizational Identification Numbers and Taxpayer Identification Numbers 

 

					
	 Name of Grantor
	  	Organizational
Identification
Number	  	Federal Taxpayer
Identification Number
	 Blucora, Inc.
	  	2604146	  	91-1718107
			
	 TaxACT Holdings, Inc.
	  	3883078	  	XXXXXXX
			
	 TaxACT, Inc.
	  	214399	  	XXXXXXX
			
	 Project Baseball Sub, Inc.
	  	5835076	  	XXXXXXX
			
	 H.D. Vest, Inc.
	  	102086000	  	XXXXXXX
			
	 HDV Holdings, Inc.
	  	4996129	  	XXXXXXX
			
	 H. D. Vest Advisory Services, Inc.
	  	103884500	  	XXXXXXX
			
	 H. D. Vest Insurance Agency, LLC
	  	800547684	  	XXXXXXX
			
	 H.D. Vest Insurance Agency, L.L.C.
	  	752862151	  	XXXXXXX
			
	 H. D. Vest Insurance Agency, Limited Liability Company
	  	C096371	  	XXXXXXX


  
 8 








 SCHEDULE 2(a) 

Jurisdiction of Formation or Organization 
  

			
	 Name of Grantor
	 	Jurisdiction of Formation or Organization
	 Blucora, Inc.
	 	Delaware
		
	 TaxACT Holdings, Inc.
	 	Delaware
		
	 TaxACT, Inc.
	 	Iowa
		
	 Project Baseball Sub, Inc.
	 	Delaware
		
	 H.D. Vest, Inc.
	 	Texas
		
	 HDV Holdings, Inc.
	 	Delaware
		
	 H. D. Vest Advisory Services, Inc.
	 	Texas
		
	 H. D. Vest Insurance Agency, LLC
	 	Texas
		
	 H.D. Vest Insurance Agency, L.L.C.
	 	Massachusetts
		
	H. D. Vest Insurance Agency, Limited Liability Company	 	Montana


  
 9 








 SCHEDULE 2(b) 

Chief Executive Office 
  

			
	 Name of Grantor
	  	
Address of Chief Executive Office

	Blucora, Inc.	  	 6333 North State Highway 161, Suite 400
 Irving,
TX 75038

		
	TaxACT Holdings, Inc.	  	 6333 North State Highway 161, Suite 400
 Irving,
TX 75038

		
	TaxACT, Inc.	  	 6333 North State Highway 161, Suite 400
 Irving,
TX 75038

		
	Project Baseball Sub, Inc.	  	 6333 North State Highway 161, Suite 400
 Irving,
TX 75038

		
	H.D. Vest, Inc.	  	 6333 North State Highway 161, Suite 400
 Irving,
TX 75038

		
	HDV Holdings, Inc.	  	6333 North State Highway 161, Suite 400 Irving, TX 75038
		
	H. D. Vest Advisory Services, Inc.	  	6333 North State Highway 161, Suite 400 Irving, TX 75038
		
	H. D. Vest Insurance Agency, LLC	  	6333 North State Highway 161, Suite 400 Irving, TX 75038
		
	H.D. Vest Insurance Agency, L.L.C.	  	6333 North State Highway 161, Suite 400 Irving, TX 75038
		
	H. D. Vest Insurance Agency, Limited Liability Company	  	6333 North State Highway 161, Suite 400 Irving, TX 75038


  
 10 








 SCHEDULE 2(c) 

Locations of Books or Records of Accounts 
  

			
	 Name of Grantor
	  	
Location of Books or Records of Accounts

	Blucora, Inc.	  	 6333 North State Highway 161, Suite 400 Irving, TX 75038
  

6363 North State Highway 161, Irving, TX 75038

		
	TaxACT Holdings, Inc.	  	 6333 North State Highway 161, Suite 400 Irving, TX 75038
  

6363 North State Highway 161, Irving, TX 75038

		
	TaxACT, Inc.	  	 6333 North State Highway 161, Suite 400 Irving, TX 75038
  

1425 60th St. NE, Cedar Rapids, IA 52402

		
	Project Baseball Sub, Inc.	  	 6333 North State Highway 161, Suite 400 Irving, TX 75038
  

6363 North State Highway 161, Irving, TX 75038

		
	H.D. Vest, Inc.	  	 6333 North State Highway 161, Suite 400 Irving, TX 75038
  

6363 North State Highway 161, Irving, TX 75038

		
	HDV Holdings, Inc.	  	 6333 North State Highway 161, Suite 400 Irving, TX 75038
  

6363 North State Highway 161, Irving, TX 75038

		
	H. D. Vest Advisory Services, Inc.	  	 6333 North State Highway 161, Suite 400 Irving, TX 75038
  

6363 North State Highway 161, Irving, TX 75038

		
	H. D. Vest Insurance Agency, LLC	  	 6333 North State Highway 161, Suite 400 Irving, TX 75038
  

6363 North State Highway 161, Irving, TX 75038

		
	 H.D. Vest Insurance
 Agency, L.L.C.
	  	 6333 North State Highway 161, Suite 400 Irving, TX 75038

 
 6363 North State Highway 161, Irving, TX
75038



  
 11 









			
	H. D. Vest Insurance Agency, Limited Liability Company	  	 6333 North State Highway 161, Suite 400 Irving, TX 75038
  

6363 North State Highway 161, Irving, TX 75038



  
 12 








 SCHEDULE 2(d) 

Other Locations of Equipment or Collateral 
  

					
	 Name of Loan Party
	  	 Location of Property
	  	 Type of Property

	H.D. Vest, Inc.	  	 245 Busse Road
 Elk Grove, IL 60007
	  	Computer server hardware and software operational facility


  
 13 








 SCHEDULE 3 

Financing Statements and Filing Offices 
  

					
	 Grantor
	  	 Type of Filing
	  	 Filing Office

	Blucora, Inc.	  	UCC-1	  	Delaware Secretary of State, Division of Corporations
			
	TaxACT Holdings, Inc.	  	UCC-1	  	Delaware Secretary of State, Division of Corporations
			
	TaxACT, Inc.	  	UCC-1	  	Iowa Secretary of State
			
	H.D. Vest, Inc.	  	UCC-1	  	Texas Secretary of State, Uniform Commercial Code Section
			
	Project Baseball Sub, Inc.	  	UCC-1	  	Delaware Secretary of State, Division of Corporations
			
	HDV Holdings, Inc.	  	UCC-1	  	Delaware Secretary of State, Division of Corporations
			
	H. D. Vest Advisory Services, Inc.	  	UCC-1	  	Texas Secretary of State, Uniform Commercial Code Section
			
	H. D. Vest Insurance Agency, LLC	  	UCC-1	  	Texas Secretary of State, Uniform Commercial Code Section
			
	H.D. Vest Insurance Agency, L.L.C.	  	UCC-1	  	Massachusetts Secretary of the Commonwealth, Corporations Division
			
	H. D. Vest Insurance Agency, Limited Liability Company	  	UCC-1	  	Montana Secretary of State


  
 14 








 SCHEDULE 4 

Equity Interests 
  

											
	 Issuer

(Subsidiary)
	  	 Holder/Grantor
	  	 Type of

Organization
	  	% of
Shares
Owned	    	 Total

Shares

Outstanding
	    	 Certificate

No(s).

	 TaxACT Holdings, Inc.
	  	Blucora, Inc.	  	Corporation	  	100%	    	100	    	3
	 Go2Net, Inc.
	  	Blucora, Inc.	  	Corporation	  	100%	    	100	    	CS-2
	 H.D. Vest, Inc.
	  	HDV Holdings, Inc.	  	Corporation	  	100%	    	20,000	    	A-2
	 H.D. Vest Investment Securities, Inc.
	  	H.D. Vest, Inc.	  	Corporation	  	100%	    	546,000	    	48 and 50
	 H. D. Vest Advisory Services, Inc.
	  	H.D. Vest, Inc.	  	Corporation	  	100%	    	1,000	    	01 and 02
	 H. D. Vest Insurance Agency, LLC (Texas)
	  	H.D. Vest, Inc.	  	Limited Liability Company	  	100%	    		    	Uncertificated
	 H.D. Vest Insurance Agency, L.L.C. (Mass.)
	  	H.D. Vest, Inc.	  	Limited Liability Company	  	100%	    		    	Uncertificated
	 H. D. Vest Insurance Agency, Limited Liability Company. (Mont.)
	  	H.D. Vest, Inc.	  	Limited Liability Company	  	100%	    		    	Uncertificated
	 HDV Holdings, Inc.
	  	Project Baseball Sub, Inc.	  	Corporation	  	100%	    	985.0344	    	16
	 Project Baseball Sub, Inc.
	  	TaxACT, Holdings, Inc.	  	Corporation	  	95.52%	    	750,000 Class A Common Stock, 19,075 Class B Non-Voting Capital Stock	    	A-2, B-10
	 TaxACT, Inc.
	  	TaxACT Holdings, Inc.	  	Corporation	  	100%	    	1	    	CS-101
	 SimpleTax Software, Inc.
	  	TaxACT, Inc.	  	Corporation	  	100%
 (65% to
be
pledged)
	    	 Shares to be

pledged: 78 Common, .65 Class A, .65 Class B, .65 Class C
	    	6, 3A, 3B, 3C


  
 15 








 SCHEDULE 5 

Debt Instruments 
 None. 

  
 16 








 SCHEDULE 6 

Mortgage Filings 
 None. 

  
 17 








 SCHEDULE 7(A) 

Patents 
 None. 

  
 18 








 SCHEDULE 7(B) 

Trademarks 
  

													
	 GRANTOR/OWNER
	  	 MARK
	  	 COUNTRY
	  	 APP. NO.
	  	 REG. NO
	  	 FILE DATE
	  	 REG. DATE

	 Blucora, Inc.
	  	BCOR	  	Andorra	  	31044	  	36250	  	10/20/2016	  	10/20/2016
							
	 Blucora, Inc.
	  	BLUCORA	  	United States	  	85/578791	  	4498626	  	03/23/2012	  	03/18/2014
							
	 Blucora, Inc.
	  	BLUPRINT	  	United States	  	87/295390	  	Pending	  	01/10/2017	  	Pending
							
	 Blucora, Inc.
	  	BLUVEST	  	United States	  	87/295382	  	Pending	  	01/10/2017	  	Pending
							
	 Blucora, Inc.
	  	LEGALACT	  	United States	  	85738227	  	4790938	  	25-Sep-2012	  	11-Aug-2015
							
	 H.D. Vest, Inc.
	  	8 WEALTH MANAGEMENT ISSUES	  	United States	  	77/429724	  	3671163	  	24-Mar-2008	  	18-Aug-2009
							
	 H.D. Vest, Inc.
	  	HD VEST FINANCIAL SERVICES	  	United States	  	75/025932	  	2047321	  	30-Nov-1995	  	25-Mar-1997
							
	 H.D. Vest, Inc.
	  	HDVLINK	  	United States	  	75/884012	  	2561056	  	30-Dec-1999	  	16-Apr-2002
							
	 H.D. Vest, Inc.
	  	MANAGING AMERICA’S FUTURE	  	United States	  	75/914249	  	2431408	  	09-Feb-2000	  	27-Feb-2001
							
	 H.D. Vest, Inc.
	  	VESTADVISOR	  	United States	  	75/883958	  	2415760	  	30-Dec-1999	  	26-Dec-2000
							
	 H.D. Vest, Inc.
	  	VESTADVISOR SELECT	  	United States	  	85/556889	  	4393223	  	29-Feb-2012	  	27-Aug-2013


  
 19 









													
	 H.D. Vest, Inc.
	  	VESTPREMIERE	  	United States	  	75/884475	    	2415762	  	30-Dec-1999	    	26-Dec-2000
							
	 H.D. Vest, Inc.
	  	THE FINANCIAL SERVICES FIRM OF TAX PROFESSIONALS	  	United States	  	85/796937	    	4476961	  	06-Dec-2012	    	4-Feb-2014
							
	 H.D. Vest, Inc.
	  	1040 ANALYST	  	United States	  	86/149491	    	4648020	  	20-Dec-2013	    	02-Dec-2014
							
	 H.D. Vest, Inc.
	  	1040 ANALYST	  	United States	  	86/529660	    	pending	  	10-Feb-2015	    	pending
							
	 H.D. Vest, Inc.
	  	VESTSUCCESS	  	United States	  	86/314466	    	4758756	  	19-Jun-2014	    	23-Jun-2015
							
	 H.D. Vest, Inc.
	  	VESTVISION	  	United States	  	86/239001	    	4725216	  	01-Apr-2014	    	21-Apr-2015
							
	 H.D. Vest, Inc.
	  	V4 CLIENT EXPERIENCE	  	United States	  	86/416324	    	4868095	  	07-Oct-2014	    	8-Dec-2015
							
	 H.D. Vest, Inc.
	  	REINVENT YOURSELF	  	United States	  	86/086189	    	4702224	  	08-Oct-2013	    	17-Mar-2015
							
	 H.D. Vest, Inc.
	  	H.D. VEST ADVISORY SERVICES	  	State of Idaho, United States	  		    	17068	  		    	25-Oct-2001
							
	 H.D. Vest, Inc.
	  	H.D. VEST ADVISORY SERVICES	  	State of Mississippi, United States	  		    	n/a	  		    	01-Sep-2001
							
	 H.D. Vest, Inc.
	  	H.D. VEST ADVISORY SERVICES	  	State of North Dakota, United States	  		    	17287100	  		    	01-Sep-2006


  
 20 









													
	 H.D. Vest, Inc.
	  	H.D. VEST INVESTMENT SERVICES	  	State of North Dakota, United States	  		    	17287200	  		    	01-Sep-2006
							
	 H.D. Vest, Inc.
	  	H.D. VEST ADVISORY SERVICES	  	State of Ohio, United States	  		    	1651256	  		    	29-Sep-2006
							
	 H.D. Vest, Inc.
	  	H.D. VEST ADVISORY SERVICES	  	State of Wyoming, United States	  		    	 2001-

00426584
	  		    	06-Nov-2001
							
	 TaxACT, Inc.
	  	DONATION ASSISTANT	  	United States	  	77588355	    	3667993	  	08-Oct-2008	    	11-Aug-2009
							
	 TaxACT, Inc.
	  	FEEL THE FREE	  	United States	  	85451696	    	4329023	  	20-Oct-2011	    	30-Apr-2013
							
	 TaxACT, Inc.
	  	FREE TO PREPARE, FREE TO PRINT, FREE TO E-FILE	  	United States	  	77611947	    	3773717	  	11-Nov-2008	    	6-Apr-2010
							
	 TaxACT, Inc.
	  	QUICK CONVERT	  	United States	  	85419009	    	4140501	  	9-Sep-2011	    	8-May-2012
							
	 TaxACT, Inc.
	  	TAXACT	  	United States	  	75571666	    	2394116	  	14-Oct-1998	    	10-Oct-2000
							
	 TaxACT, Inc.
	  	TAXACT	  	United States	  	78695721	    	3141614	  	18-Aug-2005	    	12-Sep-2006
							
	 TaxACT, Inc.
	  	TAXACT ONLINE	  	United States	  	78695693	    	3138631	  	18-Aug-2005	    	5-Sep-2006
							
	 TaxACT, Inc.
	  	TAXACT TAXPAYER SUPPORT	  	United States	  	77611950	    	3764671	  	11-Nov-2008	    	23-Mar-2010


  
 21 









													
	 TaxACT, Inc.
	  	WHERE DO YOU DO YOUR TAXES?	  	United States	  	77572512	  	3740877	  	17-Sep-2008	  	19-Jan-2010
							
	 TaxACT, Inc.
	  	YOU GOT THIS	  	United States	  	86715278	  	Pending	  	5-Aug-2015	  	Pending
							
	 TaxACT, Inc.
	  	TaxAct Logo	  	United States	  	86715287	  	Pending	  	5-Aug-2015	  	Pending
							
	 TaxACT, Inc.
	  	X TaxAct Logo	  	United States	  	86715283	  	Pending	  	5-Aug-2015	  	Pending


  
 22 








 SCHEDULE 7(C) 

Copyrights 
  

									
	 GRANTOR/OWNER
	  	 TITLE OF

WORK
	  	 COUNTRY
	  	REG. NO.	  	ISSUE
DATE
	 H. D. Vest Financial Services
	  	H.D. tax organizer. By H. D. Vest Financial Services.	  	 United States
	  	TXu000576641	  	05/26/1993
					
	 H.D. Vest, Inc.
	  	The ABC’s of educational funding.	  	 United States
	  	TX0002553043	  	04/18/1989
					
	 H.D. Vest, Inc.
	  	Ethics.	  	 United States
	  	TX0002207213	  	09/11/1987
					
	 H.D. Vest, Inc.
	  	Financial planning and the tax return.	  	 United States
	  	TX0002553041	  	04/18/1989
					
	 H.D. Vest, Inc.
	  	H.D. Vest 1990 retirement plan guide.	  	 United States
	  	TX0002934107	  	08/28/1990
					
	 H.D. Vest, Inc.
	  	H.D. Vest Investment Securities series 22 study materials.	  	 United States
	  	TX0002332406	  	06/20/1988
					
	 H.D. Vest, Inc.
	  	H.D. Vest Financial Services S E P-I R A kit	  	 United States
	  	TX0002553047	  	04/18/1989
					
	 H.D. Vest, Inc.
	  	Insurance handbook	  	 United States
	  	TX0002672894	  	04/18/1989
					
	 H.D. Vest, Inc.
	  	Order processing kit: mutual funds, UITS, limited partnerships	  	 United States
	  	TX0002933188	  	09/17/1990
					
	 H.D. Vest, Inc.
	  	Practice development kit	  	 United States
	  	TX0002553044	  	04/18/1989
					
	 H.D. Vest, Inc.
	  	The Practitioner’s I R A workbook	  	 United States
	  	TX0002545567	  	04/18/1989
					
	 H.D. Vest, Inc.
	  	Public speaking and seminars/ by Barbara Vest	  	 United States
	  	TX0002553042	  	04/18/1989


  
 23 









													
	H.D. Vest, Inc.	  	Rep success program: financial planning and implementation	  	United States	  	 	TX0003027792	 	  	 	02/19/1991	 
					
	H.D. Vest, Inc.	  	RepBook	  	United States	  	 	TX0002555141	 	  	 	04/18/1989	 
					
	H.D. Vest, Inc.	  	RepBook	  	United States	  	 	TX0002194109	 	  	 	09/11/1987	 
					
	H.D. Vest, Inc.	  	[Seminar kit]	  	United States	  	 	TX0002968089	 	  	 	09/18/1990	 
					
	H.D. Vest, Inc.	  	Series 6 study guide.	  	United States	  	 	TX0002207212	 	  	 	09/11/1987	 
					
	H.D. Vest, Inc.	  	The Tax and financial planning reception room & office: success by design.	  	United States	  	 	TX0002545568	 	  	 	04/18/1989	 
					
	H.D. Vest. Inc.	  	Wealth : how to get it, how to keep it: the H. D. Vest system for achieving financial security / Herb D. Vest, Lynn R. Niedemeier.	  	United States	  	 	TX0003765459	 	  	 	01/04/1994	 
					
	H.D. Vest Financial Services	  	Achieving financial success.	  	United States	  	 	TXu000594583	 	  	 	09/03/2013	 
					
	H.D. Vest Financial Services	  	Building your nest egg.	  	United States	  	 	TXu000594587	 	  	 	09/27/1993	 
					
	H.D. Vest Financial Services	  	H.D. Vest Financial Services : changing the way American families and businesses plan their financial futures.	  	United States	  	 	TXu000526489	 	  	 	09/03/2013	 
					
	H.D. Vest Financial Services	  	It’s not what you earn, it’s what you keep.	  	United States	  	 	TXu000531692	 	  	 	08/03/1992	 


  
 24 









													
	H.D. Vest Financial Services	  	National DataMax.	  	United States	  	 	TX0003458008	 	  	 	09/03/2013	 
					
	H.D. Vest Financial Services	  	Planning for their future.	  	United States	  	 	TXu000594581	 	  	 	09/03/2013	 
					
	H.D. Vest Financial Services	  	Wealth workout: H.D. Vest’s wealth building program for life / H. D. Vest, Lynn R. Niedemeier.	  	United States	  	 	TX0004170685	 	  	 	12/08/1995	 
					
	H.D. Vest Financial Services	  	HD Vest guide to privatization: privatization achievability analysis	  	United States	  	 	TXu000525090	 	  	 	06/17/1992	 
					
	H.D. Vest, Inc.	  	H.D. Vest Tax Organizer: Does your income work as hard as you do / by H.D. Vest Financial Services.	  	United States	  	 	TXu001373354	 	  	 	09/03/2013	 
					
	H.D. Vest, Inc.	  	Achieving Financial Success / by H.D. Vest Financial Services.	  	United States	  	 	TXu001373353	 	  	 	09/03/2013	 
					
	H.D. Vest, Inc.	  	Building Your Nestegg / by H.D. Vest Financial Services.	  	United States	  	 	TXu001373352	 	  	 	09/03/2013	 
					
	H.D. Vest, Inc.	  	H.D. Vest Financial Services: “Changing the way American families and business plan their financial futures” / by H.D. Vest Financial Services.	  	United States	  	 	TXu001373355	 	  	 	09/03/2013	 


  
 25 









									
	H.D. Vest, Inc.	  	National Datamax Free Demonstration Diskette Advertisement / by H.D. Vest Financial Services, Inc.	  	United States	  	TX0006484574	  	09/03/2013
					
	H.D. Vest, Inc.	  	Planning for Their Future / by H.D. Vest Financial Services.	  	United States	  	TXu001373356	  	09/03/2013
					
	H.D. Vest, Inc.	  	Wealth Workout: H.D. Vest’s Wealth Building Program for Life / by H.D. Vest Financial Services, employer for hire of Herb D. Vest and Lynn R. Niedermeier.	  	United States	  	TX0006484602	  	09/03/2013
					
	H.D. Vest, Inc.	  	H.D. Vest Guide to Privatization: Privatization Achievability Analysis / by H.D. Vest Financial Services.	  	United States	  	TXu001373351	  	09/03/2013


  
 26 








 SCHEDULE 8 

Commercial Tort Claims 
 None. 

  
 27 








 SCHEDULE 9 

Deposit Accounts 
  

									
	 GRANTOR/OWNER
	 	 FINANCIAL
INSTITUTION
	 	 ADDRESS OF

FINANCIAL

INSTITUTION
	 	 TYPE OF
ACCOUNT
	 	ACCOUNT
NUMBER
	Blucora, Inc.	 	Bank of America	 	800 5th Ave., Seattle, WA 98104	 	Demand Deposit Account	 	XXXX
					
	Blucora, Inc.	 	Bank of America	 	800 5th Ave., Seattle, WA 98104	 	Payroll	 	XXXX 1
					
	Blucora, Inc.	 	Bank of America	 	800 5th Ave., Seattle, WA 98104	 	Redemption Proceeds Account	 	XXXX
					
	Blucora, Inc.	 	Wells Fargo	 	90 South 7th Street, Minneapolis, MN 55402	 	P-Cards	 	XXXX
					
	H.D. Vest, Inc.	 	Wells Fargo	 	90 South 7th Street, Minneapolis, MN 55402	 	Operating	 	XXXX
					
	H.D. Vest, Inc.	 	Wells Fargo	 	90 South 7th Street, Minneapolis, MN 55402	 	Payroll	 	XXXX 2
					
	H. D. Vest Insurance Agency, LLC	 	Wells Fargo	 	90 South 7th Street, Minneapolis, MN 55402	 	Commission Disbursement	 	XXXX
					
	H. D. Vest Insurance Agency, LLC	 	Wells Fargo	 	90 South 7th Street, Minneapolis, MN 55402	 	Operating/Commission Deposit	 	XXXX

  
  

	1 	This deposit account is an “Excluded Asset” under the Credit Agreement and accordingly will not be Collateral under the Security Agreement. 


	2 	This deposit account is an “Excluded Asset” under the Credit Agreement and accordingly will not be Collateral under the Security Agreement. 


  
 28 









									
	H. D. Vest Advisory Services, Inc.	  	Wells Fargo	  	90 South 7th Street, Minneapolis, MN 55402	  	Commission Disbursement	  	XXXX
					
	H. D. Vest Advisory Services, Inc.	  	Wells Fargo	  	90 South 7th Street, Minneapolis, MN 55402	  	Operating/Commission Deposit	  	XXXX
					
	H.D. Vest Insurance Agency, L.L.C.	  	Wells Fargo	  	90 South 7th Street, Minneapolis, MN 55402	  	Operating	  	XXXX
					
	H. D. Vest Insurance Agency, Limited Liability Company	  	Wells Fargo	  	90 South 7th Street, Minneapolis, MN 55402	  	Operating	  	XXXX
					
	TaxACT, Inc.	  	Bank of America	  	800 5th Ave., Seattle, WA 98104	  	Demand Deposit Account	  	XXXX
					
	TaxACT, Inc.	  	Bank of America	  	800 5th Ave., Seattle, WA 98104	  	Credit Cards	  	XXXX
					
	TaxACT, Inc.	  	Wells Fargo	  	90 South 7th Street, Minneapolis, MN 55402	  	P-Cards	  	XXXX


  
 29 








 SCHEDULE 10 

Securities Accounts 
  

									
	 GRANTOR/OWNER
	  	 FINANCIAL

INSTITUTION
	  	 ADDRESS OF

FINANCIAL

INSTITUTION
	  	
TYPE OF ACCOUNT
	  	
ACCOUNT
NUMBER

	Blucora, Inc.	  	Morgan Stanley	  	555 California St, 30th Floor San Francisco, CA 94104	  	Investment Account	  	XXXX


  
 30 








 SCHEDULE 11 

Commodities Accounts 
 None. 

  
 31 








 SCHEDULE 12 

Letter-of-Credit Rights 

None. 

  
 32 








 SCHEDULE 13 

Chattel Paper 
 None. 

  
 33