EX-10.1



 Exhibit 10.1 
  

 
  

Published CUSIP Number: 44746FAD5 

SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

dated as of March 31, 2015 

among 
 HURON CONSULTING GROUP
INC., 
 as Borrower, 
 CERTAIN
SUBSIDIARIES, 
 as Guarantors, 

THE LENDERS PARTY HERETO 
 and

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

as Syndication Agent 
 PNC BANK,

 BANK OF MONTREAL and 
 KEY BANK
NATIONAL ASSOCIATION, 
 as Co-Documentation Agents 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 

and 
 J.P. MORGAN SECURITIES LLC

 as Joint Lead Arrangers and Joint Book Managers 
  

 
  







 TABLE OF CONTENTS 

 

							
	 Article and Section
	  	Page	 
	 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	  	 	1	  
	 1.01
	  	 Defined Terms
	  	 	1	  
	 1.02
	  	 Other Interpretive Provisions
	  	 	30	  
	 1.03
	  	 Accounting Terms; Calculation of Financial Covenants on a Pro Forma Basis
	  	 	30	  
	 1.04
	  	 Rounding
	  	 	31	  
	 1.05
	  	 Times of Day
	  	 	31	  
	 1.06
	  	 Letter of Credit Amounts
	  	 	31	  
	 1.07
	  	 Additional Alternative Currencies
	  	 	32	  
	 1.08
	  	 Change of Currency
	  	 	32	  
	 1.09
	  	 Exchange Rates; Currency Equivalents
	  	 	33	  
	 ARTICLE II COMMITMENTS AND CREDIT EXTENSIONS
	  	 	33	  
	 2.01
	  	 Revolving Loans
	  	 	33	  
	 2.02
	  	 Borrowings, Conversions and Continuations of Loans
	  	 	35	  
	 2.03
	  	 Letters of Credit
	  	 	36	  
	 2.04
	  	 Additional Provisions with respect to Swing Line Loans
	  	 	45	  
	 2.05
	  	 Prepayments
	  	 	47	  
	 2.06
	  	 Termination or Reduction of Aggregate Revolving Commitments
	  	 	49	  
	 2.07
	  	 Repayment of Loans
	  	 	50	  
	 2.08
	  	 Interest
	  	 	50	  
	 2.09
	  	 Fees
	  	 	51	  
	 2.10
	  	 Computation of Interest and Fees; Retroactive Adjustments of Applicable Percentage
	  	 	51	  
	 2.11
	  	 Evidence of Debt
	  	 	52	  
	 2.12
	  	 Payments Generally; Administrative Agent’s Clawback
	  	 	52	  
	 2.13
	  	 Sharing of Payments by Lenders
	  	 	54	  
	 2.14
	  	 Cash Collateral
	  	 	54	  
	 2.15
	  	 Defaulting Lenders
	  	 	56	  
	 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
	  	 	57	  
	 3.01
	  	 Taxes
	  	 	57	  
	 3.02
	  	 Illegality
	  	 	62	  
	 3.03
	  	 Inability to Determine Rates
	  	 	62	  
	 3.04
	  	 Increased Costs
	  	 	63	  
	 3.05
	  	 Compensation for Losses
	  	 	65	  
	 3.06
	  	 Mitigation of Obligations; Replacement of Lenders
	  	 	65	  
	 3.07
	  	 Survival
	  	 	66	  
	 ARTICLE IV GUARANTY
	  	 	66	  
	 4.01
	  	 The Guaranty
	  	 	66	  
	 4.02
	  	 Obligations Unconditional
	  	 	66	  
	 4.03
	  	 Reinstatement
	  	 	67	  
	 4.04
	  	 Certain Waivers
	  	 	67	  
	 4.05
	  	 Remedies
	  	 	68	  
	 4.06
	  	 Rights of Contribution
	  	 	68	  
	 4.07
	  	 Guarantee of Payment; Continuing Guarantee
	  	 	68	  
	 4.08
	  	 Keepwell
	  	 	68	  
	 ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	  	 	69	  
	 5.01
	  	 Conditions of Effectiveness
	  	 	69	  
	 5.02
	  	 Conditions to all Credit Extensions
	  	 	70	  


  
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	 ARTICLE VI REPRESENTATIONS AND WARRANTIES
		 	71	  
	 6.01
		 Existence, Qualification and Power
		 	71	  
	 6.02
		 Authorization; No Contravention
		 	71	  
	 6.03
		 Governmental Authorization; Other Consents
		 	71	  
	 6.04
		 Binding Effect
		 	72	  
	 6.05
		 Financial Statements; No Material Adverse Effect
		 	72	  
	 6.06
		 Litigation
		 	72	  
	 6.07
		 No Default
		 	72	  
	 6.08
		 Ownership of Property; Liens
		 	73	  
	 6.09
		 Environmental Compliance
		 	73	  
	 6.10
		 Insurance
		 	73	  
	 6.11
		 Taxes
		 	74	  
	 6.12
		 ERISA Compliance
		 	74	  
	 6.13
		 Subsidiaries
		 	74	  
	 6.14
		 Margin Regulations; Investment Company Act
		 	75	  
	 6.15
		 Disclosure
		 	75	  
	 6.16
		 Compliance with Laws
		 	75	  
	 6.17
		 Intellectual Property; Licenses, Etc
		 	75	  
	 6.18
		 Solvency
		 	76	  
	 6.19
		 Perfection of Security Interests in the Collateral
		 	76	  
	 6.20
		 Business Locations; Taxpayer Identification Number
		 	77	  
	 6.21
		 Licensing and Accreditation
		 	77	  
	 6.22
		 Labor Matters
		 	77	  
	 6.23
		 OFAC
		 	77	  
	 ARTICLE VII AFFIRMATIVE COVENANTS
		 	78	  
	 7.01
		 Financial Statements
		 	78	  
	 7.02
		 Certificates; Other Information
		 	78	  
	 7.03
		 Notices
		 	80	  
	 7.04
		 Payment of Taxes
		 	80	  
	 7.05
		 Preservation of Existence, Etc
		 	80	  
	 7.06
		 Maintenance of Properties
		 	81	  
	 7.07
		 Maintenance of Insurance
		 	81	  
	 7.08
		 Compliance with Laws
		 	81	  
	 7.09
		 Books and Records
		 	81	  
	 7.10
		 Inspection Rights
		 	82	  
	 7.11
		 Use of Proceeds
		 	82	  
	 7.12
		 Additional Subsidiaries
		 	82	  
	 7.13
		 Pledged Assets
		 	82	  
	 7.14
		 Sanctions
		 	83	  
	 ARTICLE VIII NEGATIVE COVENANTS
		 	83	  
	 8.01
		 Liens
		 	83	  
	 8.02
		 Investments
		 	85	  
	 8.03
		 Indebtedness
		 	86	  
	 8.04
		 Fundamental Changes
		 	87	  
	 8.05
		 Dispositions
		 	87	  
	 8.06
		 Restricted Payments
		 	88	  
	 8.07
		 Change in Nature of Business
		 	88	  
	 8.08
		 Transactions with Affiliates and Insiders; Management Fees
		 	88	  
	 8.09
		 Burdensome Agreements
		 	89	  
	 8.10
		 Use of Proceeds
		 	89	  
	 8.11
		 Financial Covenants
		 	89	  


  
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	 8.12
		 Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity
		 	89	  
	 8.13
		 Ownership of Subsidiaries
		 	90	  
	 ARTICLE IX EVENTS OF DEFAULT AND REMEDIES
		 	90	  
	 9.01
		 Events of Default
		 	90	  
	 9.02
		 Remedies Upon Event of Default
		 	92	  
	 9.03
		 Application of Funds
		 	92	  
	 ARTICLE X ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		 	93	  
	 10.01
		 Appointment and Authorization of Administrative Agent and Collateral Agent
		 	93	  
	 10.02
		 Rights as a Lender
		 	94	  
	 10.03
		 Exculpatory Provisions
		 	94	  
	 10.04
		 Reliance by Administrative Agent
		 	95	  
	 10.05
		 Delegation of Duties
		 	95	  
	 10.06
		 Resignation of Administrative Agent
		 	96	  
	 10.07
		 Non-Reliance on Administrative Agent and Other Lenders
		 	96	  
	 10.08
		 No Other Duties
		 	97	  
	 10.09
		 Administrative Agent May File Proofs of Claim
		 	97	  
	 10.10
		 Collateral and Guaranty Matters
		 	97	  
	 10.11
		 Appointment of Borrower
		 	98	  
	 ARTICLE XI MISCELLANEOUS
		 	98	  
	 11.01
		 Amendments, Etc
		 	98	  
	 11.02
		 Notices; Effectiveness; Electronic Communications
		 	100	  
	 11.03
		 No Waiver; Cumulative Remedies; Enforcement
		 	102	  
	 11.04
		 Expenses; Indemnity; and Damage Waiver
		 	102	  
	 11.05
		 Payments Set Aside
		 	104	  
	 11.06
		 Successors and Assigns
		 	104	  
	 11.07
		 Treatment of Certain Information; Confidentiality
		 	108	  
	 11.08
		 Set-off
		 	109	  
	 11.09
		 Interest Rate Limitation
		 	110	  
	 11.10
		 Counterparts; Integration; Effectiveness
		 	110	  
	 11.11
		 Survival of Representations and Warranties
		 	110	  
	 11.12
		 Severability
		 	110	  
	 11.13
		 Replacement of Lenders
		 	111	  
	 11.14
		 Governing Law; Jurisdiction; Etc
		 	111	  
	 11.15
		 Waiver of Jury Trial
		 	112	  
	 11.16
		 No Advisory or Fiduciary Responsibility
		 	113	  
	 11.17
		 Electronic Execution of Assignments and Certain Other Documents
		 	113	  
	 11.18
		 Subordination of Intercompany Indebtedness
		 	113	  
	 11.19
		 USA PATRIOT Act
		 	115	  
	 11.20
		 Judgment Currency
		 	115	  
	 11.21
		 ENTIRE AGREEMENT
		 	115	  


  
 iii 








 SCHEDULES 
  


			
	 Schedule 2.01
		Lenders and Commitments
	 Schedule 2.03
		Existing Letters of Credit
	 Schedule 6.06
		Litigation
	 Schedule 6.13
		Subsidiaries
	 Schedule 6.17
		IP Rights
	 Schedule 6.20-1
		Business Locations
	 Schedule 6.20-2
		Chief Executive Offices; Taxpayer Identification Numbers and Organizational Identification Numbers
	 Schedule 6.20-3
		Changes in Name or State of Formation; Mergers and other Changes in Structure
	 Schedule 8.01
		Existing Liens
	 Schedule 8.02
		Existing Investments
	 Schedule 8.03
		Existing Indebtedness
	 Schedule 11.02
		Notice Addresses

 EXHIBITS 
  

			
	 Exhibit 2.01
		Form of Lender Joinder Agreement
	 Exhibit 2.02
		Form of Loan Notice
	 Exhibit 2.04
		Form of Swing Line Loan Notice
	 Exhibit 2.11-1
		Form of Revolving Note
	 Exhibit 2.11-2
		Form of Swing Line Note
	 Exhibit 2.11-3
		Form of Term Loan Note
	 Exhibit 7.02(b)
		Form of Compliance Certificate
	 Exhibit 7.12
		Form of Guarantor Joinder Agreement
	 Exhibit 11.06
		Form of Assignment and Assumption


  
 iv 








 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Credit Agreement”) is entered into as of March 31, 2015, among
(i) HURON CONSULTING GROUP INC., a Delaware corporation, as Borrower; (ii) the Subsidiaries identified herein, as Guarantors; (iii) the Lenders identified herein; and BANK OF AMERICA, N.A., as Administrative Agent and Collateral
Agent. 
 W I T N E S S E T H 

WHEREAS, a $450 million revolving credit and term loan facility (the “Existing Credit Facility”) was established pursuant to
terms of that Amended and Restated Credit Agreement dated as of April 14, 2011 (as amended and modified, the “Existing Credit Agreement”) among Huron Consulting Group Inc., a Delaware corporation, as borrower, the lenders
identified therein and Bank of America, N.A., as Administrative Agent; 
 WHEREAS, the Borrower has requested a $500 million revolving
credit facility in amendment to and restatement of the Existing Credit Facilities for the purposes set forth herein; and 
 WHEREAS, the
Lenders have agreed to provide the requested credit facilities on the terms and conditions set forth herein; 
 WHEREAS, this Credit
Agreement is given in amendment to, restatement of and substitution for the Existing Credit Agreement; 
 NOW, THEREFORE, in consideration
of these premises and the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: 

ARTICLE I 
 DEFINITIONS AND
ACCOUNTING TERMS 
 1.01 Defined Terms. 

As used in this Agreement, the following terms shall have the meanings set forth below: 

“Acquisition” means, with respect to any Person, the acquisition by such Person, in a single transaction or in a series of
related transactions, of either (a) all or any substantial portion of the property of, or a line of business, division or operating group of, another Person or (b) at least a majority of the Equity Interests of another Person entitled to
vote for members of the board of directors or equivalent governing body of such Person, in each case whether or not involving a merger or consolidation with such other Person. 

“Acquisition Consideration” means, with respect to any Acquisition, the aggregate cash and non-cash consideration for such
Acquisition. The “Acquisition Consideration” for any Acquisition expressly includes Indebtedness assumed in such Acquisition and the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations
(excluding earn-out payments) incurred in connection with such Acquisition. The “Acquisition Consideration” for any Acquisition expressly excludes Equity Interests of the Borrower issued to the
seller as consideration for such Acquisition. 







 “Adequate Assurance” means (i) with respect to L/C Obligations, such
assurance as the L/C Issuer may require in its discretion, and (ii) with respect to Swing Line Loans, such assurance as the Swing Line Lender may require in its discretion, in each case, that any Defaulting Lender will be capable of honoring
its obligations to fund its portion of L/C Obligations and Swing Line Loans, as appropriate, and participation interests therein, including existing and future obligations hereunder and under the other Loan Documents. Adequate Assurance may be in
the form of cash collateral, posting of letters of credit or other arrangement, in each case in form, amount and other respects satisfactory to the L/C Issuer or Swing Line Lender, as applicable, in their discretion. 

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any
successor administrative agent. 
 “Administrative Agent’s Office” means the Administrative Agent’s address and,
as appropriate, account as set forth on Schedule 11.02, 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 for the Lenders in a form provided by the Administrative
Agent. 
 “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. 
 “Aggregate Commitment
Percentage” means, for each Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is the amount of such Lender’s respective Revolving Commitment and Term Loan Commitment, and the
denominator of which is the Aggregate Commitments. 
 “Aggregate Commitments” means the aggregate amount of Revolving
Commitments and the Term Loan Commitments. 
 “Aggregate Revolving Commitments” means the Revolving Commitments of all the
Lenders. The amount of the Aggregate Revolving Commitments in effect on the Closing Date is Five Hundred Million Dollars ($500,000,000). 

“Aggregate Revolving Committed Amount” has the meaning provided in Section 2.01(a). 

“Alternative Currency” means each of Euro, Saudi Riyal, Sterling, Emirates Dirhams, Rupee and each other currency (other than
Dollars) that is approved in accordance with Section 1.07. 
 “Alternative Currency Equivalent” means, at any
time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate
(determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars. 

“Alternative Currency Sublimit” means the meaning specified in Section 2.03(a). The Alternative Currency Sublimit
on the Closing Date is Ten Million Dollars ($10,000,000). The Alternative Currency Sublimit is part of, and not in addition to, the Letter of Credit Sublimit. 

  
 2 








 “Applicable Percentage” means the following percentages per annum, based upon
the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(b): 
  

																			
	 	 	 	 	Revolving Loans and Term Loan	 	 	 	 	 	 	 
	 Pricing

Tier
	 	Consolidated Leverage Ratio	 	Eurodollar Rate
Loans	 	 	Base Rate
Loans	 	 	Letter of
Credit Fee	 	 	Commitment
Fee	 
	3	 	> 2.75:1.0	 	 	1.75	% 	 	 	0.75	% 	 	 	1.75	% 	 	 	0.25	% 
	2	 	> 1.75:1.0, but £ 2.75:1.0	 	 	1.50	% 	 	 	0.50	% 	 	 	1.50	% 	 	 	0.20	% 
	1	 	£ 1.75:1.0	 	 	1.25	% 	 	 	0.25	% 	 	 	1.25	% 	 	 	0.15	% 

 Any increase or decrease in the Applicable Percentage resulting from a change in the Consolidated Leverage Ratio shall become
effective as of the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(b); provided, however, that if a Compliance Certificate is not delivered
when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Tier 3 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall
remain in effect until the first Business Day immediately following the date on which such Compliance Certificate is delivered in accordance with Section 7.02(b). The Applicable Percentage in effect from the Closing Date through the
first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(b) for the fiscal quarter ending March 31, 2015 shall be determined based upon Pricing Tier 2.
Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Percentage for any period shall be subject to the provisions of Section 2.10(b). 

“Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place
of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place
of payment. 
 “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate
of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Arrangers” means
MLPF&S and J.P. Morgan Securities LLC, in their capacity as joint lead arrangers and joint book managers. 
 “Assignee
Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor. 

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of
any party whose consent is required by Section 11.06(b)) and accepted by the Administrative Agent, in substantially the form of Exhibit 11.06 or any other form (including electronic documentation generated by use of an electronic
platform) approved by the Administrative Agent. 
 “Attributable Indebtedness” means, with respect to any Person on any
date, (a) in respect of any Capital Lease, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease, the capitalized amount
of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease, (c) in respect of any
Securitization Transaction, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by 

  
 3 








 
the Administrative Agent in its reasonable judgment and (d) in respect of any Sale and Leaseback Transaction, the present value (discounted in accordance with GAAP at the debt rate implied
in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease. 
 “Audited Financial
Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2014, and the related consolidated statements of income or operations, shareholders’ equity and
cash flows of the Borrower and its Subsidiaries for such fiscal year, including the notes thereto. 
 “Availability” means
an amount equal to the difference of the Aggregate Revolving Commitments less the Total Revolving Outstandings. 
 “Availability
Period” means the period from and including the Closing Date to the earlier of (a) with respect to the Revolving Commitments (other than issuance and extension of Letters of Credit), the Maturity Date, and with respect to the issuance
and extension of Letters of Credit, the Letter of Credit Expiration Date and (b) the date of termination of the Aggregate Revolving Commitments in accordance with the provisions hereof. 

“Bank of America” means Bank of America, N.A., and its successors. 

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate
plus one-half of one percent (0.5%), (b) the Prime Rate and (c) except during a Eurodollar Unavailability Period, the Eurodollar Rate plus one percent (1.0%); and if the Base Rate shall be less than zero, such rate shall be
deemed zero for purposes of this Agreement. 
 “Base Rate Loan” means a Loan that bears interest based on the Base Rate.

 “Borrower” means Huron Consulting Group Inc., a Delaware corporation, and its successors and permitted assigns. 

“Borrower Materials” has the meaning specified in Section 7.02. 

“Borrowing” means (a) a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate
Loans, having the same Interest Period, or (b) a borrowing of Swing Line Loans, as appropriate. 
 “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 where the Administrative Agent’s Office with respect to Obligations denominated in Dollars
is located and: 
 (a) if such day relates to any interest rate settings as to a Eurodollar Rate Loan denominated in Dollars, any fundings,
disbursements, settlements and payments in Dollars in respect of any such Eurodollar Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Credit Agreement in respect of any such Eurodollar Rate Loan, means any such day that
is also a London Banking Day; 
 (b) if such day relates to any interest rate settings as to a Eurodollar Rate Loan denominated in Euro, any
fundings, disbursements, settlements and payments in Euro in respect of any such Eurodollar Rate Loan, or any other dealings in Euro to be carried out pursuant to this Credit Agreement in respect of any such Eurodollar Rate Loan, means a TARGET Day;


  
 4 








 (c) if such day relates to any interest rate settings as to a Eurodollar Rate Loan denominated in
a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and 

(d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a
Eurodollar Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Credit Agreement in respect of any such Eurodollar Rate Loan (other than
any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency. 

“Businesses” has the meaning specified in Section 6.09(a). 

“Capital Lease” means, as applied to any Person, any lease of any property by that Person as lessee that is required to be
accounted for as a capital lease on the balance sheet of that Person in accordance with GAAP as in effect on the date hereof (without regard to any change in GAAP after the date hereof). 

“Cash Collateralize” means to pledge and deposit, for the benefit of the L/C Issuer, Swing Line Lender and the Lenders, as
appropriate, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, Collateral Agent, L/C Issuer or Swing Line Lender, as
appropriate. Derivatives of such term have corresponding meanings. 
 “Cash Equivalents” means, as at any date,
(a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of
not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in
excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-2 or the equivalent thereof or from Moody’s is at
least P-2 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than one year from the date of acquisition, (c) commercial paper and
variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any commercial paper and variable or fixed rate notes issued by, or guaranteed by, any domestic corporation rated
A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of
acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by
or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the
repurchase obligations and (e) investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by reputable financial institutions
having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (a) through (d). 

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or
taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or
issuance of any request, rule, guideline or directive 

  
 5 








 
(whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (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”, regardless of the
date enacted, adopted or issued. 
 “Change of Control” means the occurrence of any of the following events: (a) any
Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934 (the “Act”), shall acquire beneficial ownership (within the meaning of
Rule 13d-3 promulgated under such Act) of more than twenty-five percent (25%) of the outstanding securities (on a fully diluted basis and taking into account any securities or contract rights
exercisable, exchangeable or convertible into equity securities) of the Borrower having voting rights in the election of directors under normal circumstances; (b) a majority of the members of the Board of Directors of the Borrower shall cease
to be Continuing Members; (c) the Borrower shall cease to, directly or indirectly, own and control sixty-six percent (66%) of each class of the outstanding Capital Securities of any Wholly-Owned
Domestic Subsidiary; or (d) the occurrence of a “change of control”, “fundamental change” or similar occurrence in respect of Permitted Convertible Indebtedness, Permitted Bond Hedge Transactions or Permitted Warrant
Transactions and giving rise to a right to payment or purchase prior to scheduled maturity or an exercise of rights and remedies thereunder or in respect thereof. For purposes of the foregoing, “Continuing Member” means a member of
the Board of Directors of the Borrower who either (i) was a member of the Borrower’s Board of Directors on the day before the Closing Date and has been such continuously thereafter or (ii) became a member of such Board of Directors
after the day before the Closing Date and whose election or nomination for election was approved by a vote of the majority of the Continuing Members then members of the Borrower’s Board of Directors. 

“Closing Date” means the date hereof. 

“Collateral” means a collective reference to all property with respect to which Liens in favor of the Administrative Agent,
for the benefit of itself and the other holders of the Obligations, are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents. 

“Collateral Agent” means Bank of America in its capacity as collateral agent for the holders of the Obligations under any of
the Collateral Documents, and successors and assigns in such capacity. 
 “Collateral Documents” means a collective
reference to the Security Agreement, the Pledge Agreement and other security documents as may be executed and delivered in connection with the attachment and perfection of, security interests granted to secure the Obligations. 

“Commitment Fee” has the meaning set forth in Section 2.09(a). 

“Commitments” means the Revolving Commitments and the Term Loan Commitments. 

“Compliance Certificate” means a certificate substantially in the form of Exhibit 7.02(b). 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.). 

“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. 

  
 6 








 “Consolidated EBITDA” means, for any period for the Borrower and its
Subsidiaries, the sum of (a) Consolidated Net Income, plus, (b) to the extent deducted in determining such Consolidated Net Income, (i) Consolidated Interest Expense, plus (ii) Taxes, plus (iii) depreciation and
amortization, plus (iv) non-cash stock and equity-based compensation expense, plus (v) non-cash charges for goodwill impairment and impairment of other acquisition-related intangible assets, plus (minus) (vi) non-cash charges
(non-cash gains) resulting from the quarterly valuation of acquisition-related contingent consideration and other contingent assets and liabilities pursuant to Accounting Standards Codification (“ASC”) Topic 805, plus (vii) any
reduction in revenue as the result of a fair value adjustment to deferred revenue acquired in an acquisition pursuant to ASC Topic 805, plus (viii) non-cash restructuring charges taken in any period, provided that “Consolidated
EBITDA” will be reduced in any subsequent period to the extent that cash payment is made in respect thereof, plus (minus) (ix) non-cash losses (non-cash gains) resulting from mark-to-market adjustments or losses (gains) resulting from early
termination in respect of interest rate swap and hedging agreements pursuant to ASC Topic 815, plus (minus) (x) charges relating to the write-off of capitalized costs and expenses or other non-cash losses (gains) relating to the existing senior
credit facility on its amendment and restatement, without duplication for any such amounts included in “Consolidated Interest Expense”, plus (minus) (xi) any non-cash losses or gains recorded in connection with the settlement,
extinguishment or conversion of the Permitted Convertible Indebtedness, without duplication for any such amounts included in “Consolidated Interest Expense” plus (xii) reasonable costs and expenses relating to acquisitions and financing
transactions (other than those relating to the existing senior credit facility), or amortization of such expense previously capitalized, of up to $5 million in any such period, and plus (xiii) other non-recurring non-cash charges that do not
involve cash payments in future periods as may be approved by the Administrative Agent. Except as otherwise expressly provided, the applicable period shall be the four consecutive fiscal quarters ending as of the date of determination. For
purposes of determining the Consolidated Leverage Ratio (including for purposes of determining the applicable pricing level for the Applicable Percentage and for compliance with the maximum Consolidated Leverage Ratio financial covenant), but only
for such purposes, Consolidated EBITDA will be made on a Pro Forma Basis. 
 “Consolidated Funded Debt” means Funded
Indebtedness of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP. For the avoidance of doubt, “Consolidated Funded Debt” shall not include Permitted Bond Hedge Transactions or Permitted Warrant
Transactions. 
 “Consolidated Interest Coverage Ratio” means, as of the last day of each fiscal quarter for the period
then ended, the ratio of (i) Consolidated EBITDA to (ii) Consolidated Interest Expense plus or minus the non-cash components of Consolidated Interest Expense, such as non-cash interest expense relating to Permitted Convertible
Indebtedness, non-cash charges relating to the write-off of capitalized costs and expenses or other non-cash losses (gains) relating to the existing senior credit facility on its amendment and restatement, non-cash losses (gains) on the
extinguishment of Indebtedness and non-cash losses (gains) resulting from mark-to-market adjustments or losses (gains) resulting from early termination in respect of interest rate swap and hedging agreements. 

“Consolidated Interest Expense” means, for any period for the Borrower and its Subsidiaries, all interest expense on a
consolidated basis determined in accordance with GAAP but including, in any event, the interest component under Capital Leases and the implied interest component under securitization transactions. Except as expressly provided otherwise, the
applicable period shall be the four consecutive fiscal quarters ending as of the date of determination. 
 “Consolidated Leverage
Ratio” means, as of the last day of each fiscal quarter, the ratio of (i) Consolidated Funded Debt to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters ending as of such day. 

  
 7 








 “Consolidated Net Income” means, for any period for the Borrower and its
Subsidiaries, net income (or loss) determined on a consolidated basis in accordance with GAAP, but excluding for purposes of determining the Consolidated Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio, any extraordinary gains or
losses and related tax effects thereon. Except as otherwise expressly provided, the applicable period shall be the four consecutive fiscal quarters ending as of the date of determination. 

“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. 

“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. Without limiting the generality of the
foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general
partners or the equivalent. 
 “Convertible Indebtedness Maturity Date” means the scheduled maturity date of any series or
class of Permitted Convertible Indebtedness. 
 “Credit Extension” means each of the following: (a) a Borrowing, and
(b) an L/C Credit Extension. 
 “Debtor Relief Laws” means the Bankruptcy Code of the United States, 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. 
 “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, would be an Event of Default. 
 “Default
Rate” means 
 (a) in the case of the Letter of Credit Fee, an interest rate equal to the sum of (i) the Applicable
Percentage, plus (ii) two percent (2.0%) per annum; 
 (b) in the case of Eurodollar Rate Loans, an interest rate equal to the sum
of (i) the Eurodollar Rate therefor, plus (ii) the Applicable Percentage, plus (ii) two percent (2.0%) per annum; 
 (c)
in all other cases, including Base Rate Loans, an interest rate equal to the sum of (i) the Base Rate, plus (ii) the Applicable Percentage, plus (iii) two percent (2.0%) per annum. 

“Defaulting Lender” means any Lender that (a) has failed to (i) fund all or any portion of its Loans within two
Business Days of the date such Loans were required to be funded hereunder, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in
respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not
intend to comply with its funding obligations hereunder, or has made a public statement to that effect, (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to


  
 8 








 
confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a
Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a
proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business
or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or
acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts
within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made
with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a
Defaulting Lender upon delivery of written notice of such determination to the Borrower, the L/C Issuer, the Swing Line Lender and the Lenders. 

“Defaulting Lender Account” has the meaning provided in Section 2.15(a). 

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject
of any Sanction. 
 “Disposition” or “Dispose” means the sale, transfer, license, lease or other
disposition of any property, including any Sale and Leaseback Transaction and any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but
excluding (a) the disposition of inventory in the ordinary course of business; (b) the disposition of an asset which is to be replaced, and is in fact replaced, within thirty (30) days with another asset performing the same or similar
function; (c) the disposition of machinery and equipment or abandonment of intellectual property, in each case no longer used or useful in the conduct of business in the ordinary course of business; (d) the disposition of property to Loan
Parties or their Subsidiaries; provided, that if the transferor of such property is a Loan Party then the transferee thereof must be a Loan Party; (e) the disposition of accounts receivable in connection with the collection or compromise
thereof; (f) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the normal course of business; (g) the sale or disposition of Cash Equivalents for fair market value; and (h) any
Recovery Event. 
 “Dollar” and “$” mean lawful money of the United States. 

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and
(b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate
(determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency. 
 “Domestic
Loan Party” means any Loan Party that is organized under the laws of any State of the United States or the District of Columbia. 

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any State of the United States or the District
of Columbia. 

  
 9 








 “Eligible Assignee” means any Person that meets the requirements to be an
assignee under Sections 11.06(b) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)). 

“EMU” means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act
1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998. 
 “EMU Legislation” means the legislative measures
of the European Council for the introduction of, changeover to or operation of a single or unified European currency. 

“Environmental Laws” means any and all federal, state, local, foreign and other applicable statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the
environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), of the Loan Parties or any of their Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
 “Equity
Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of
shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or
options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or
nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination. For the avoidance of doubt, “Equity Interests” shall not include Permitted Convertible Indebtedness or
Permitted Warrant Transactions. 
 “Equity Issuance” means any issuance by the Borrower or any of its Subsidiaries of its
Equity Interests to any Person other than an Excluded Equity Issuance. The term “Equity Issuance” shall not be deemed to include any Disposition. 

“ERISA” means the Employee Retirement Income Security Act of 1974. 

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with a Loan Party within the
meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code). 

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of a Loan Party or
any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity 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 or any ERISA Affiliate from a Multiemployer Plan or 

  
 10 








 
notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under
Section 4041 or 4041A of ERISA, or the institution by the PBGC of proceedings to terminate a Pension Plan; (e) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of
a trustee to administer, any Pension Plan; (f) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or
Sections 303, 304 and 305 of ERISA; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate. 

“Euro” and “EUR” mean the lawful currency of the Participating Member States introduced in accordance with
the EMU Legislation. 
 “Eurodollar Base Rate” means: 

(a) for any Interest Period with respect to a Eurodollar Rate Loan: 

(i) in the case of Eurodollar Rate Loan denominated in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered Rate
or a successor thereto as approved by the Administrative Agent (“LIBOR”), as published on the applicable Bloomberg screen page (or such other commercially available source providing quotations of LIBOR as may be designated by the
Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest
Period) with a term equivalent to such Interest Period; 
 (ii) in the case of any other Eurodollar Rate Loan denominated in a Non-LIBOR
Quoted Currency, the rate designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the Lenders pursuant to Section 1.06 (a). 

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at approximately 11:00 a.m.,
London time determined two Business Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day; 

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection with
any rate set forth in this definition, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative
Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. 

“Eurodollar Rate” means (a) for any Interest Period with respect to any Eurodollar Rate Loan, a rate per annum
determined by the Administrative Agent to be equal to the quotient obtained by dividing (i) the Eurodollar Base Rate for such Eurodollar Rate Loan for such Interest Period by (ii) one minus the Eurodollar Reserve Percentage for such
Eurodollar Rate Loan for such Interest Period and (b) for any day with respect to any Base Rate Loan bearing interest at a rate based on the Eurodollar Rate, a rate per annum determined by the Administrative Agent to be equal to the quotient
obtained by dividing (i) the Eurodollar Base Rate for such Base Rate Loan for such day by (ii) one minus the Eurodollar Reserve Percentage for such Base Rate Loan for such day. 

  
 11 








 “Eurodollar Rate Loan” means a Loan that bears interest at a rate based on
clause (a) of the definition of “Eurodollar Base Rate”. 
 “Eurodollar Reserve Percentage” means, for any
day, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve
requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar Rate
Loan and for each outstanding Base Rate Loan bearing interest at a rate based on the Eurodollar Rate shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage. 

“Eurodollar Unavailability Period” means any period of time during which a notice delivered to the Borrower in accordance
with Section 3.03 shall remain in force and effect. 
 “Event of Default” has the meaning specified in
Section 9.01. 
 “Excluded Equity Issuance” means (a) any issuance of Equity Interests by the Borrower
pursuant to the exercise of options or warrants; (b) any issuance of Equity Interests by the Borrower pursuant to the conversion of any debt securities to equity or the conversion of any class of equity securities to any other class of equity
securities; (c) any issuance of options or warrants by the Borrower relating to its Equity Interests; (d) any issuance of Equity Interests by the Borrower as consideration (including earn-outs) for a Permitted Acquisition; and (e) any
issuance of Equity Interests by a Subsidiary to the Borrower or another Subsidiary. 
 “Excluded Property” means, with
respect to any Loan Party, (a) any property owned by a Foreign Subsidiary; (b) any property owned by Huron Transaction Advisory LLC, a Delaware limited liability company (formerly Huron Corporate Finance LLC), or other subsidiary subject
to regulation by the Financial Industry Regulatory Authority, Inc. (“FINRA”); (c) any property to the extent the cost of obtaining security interests in such property is determined by the Administrative Agent to be excessive in
relation to the benefit to the Lenders of the security interest in such property; (d) any leased real property; (e) any owned real property; (f) any personal property (other than IP Rights) for which the attachment or perfection of a
Lien thereon is not governed by the Uniform Commercial Code; (g) any property which, subject to the terms of Section 8.09, is subject to a Lien of the type described in Section 8.01(j) pursuant to documents which
prohibit such Loan Party from granting any other Liens in such property, provided that (i) such prohibition is not rendered ineffective pursuant to the Uniform Commercial Code or any other applicable Law (including Debtor Relief Laws) or
principles of equity and (ii) in the event of the termination, elimination or waiver of such prohibition to the extent sufficient to permit such lease, license or other agreement to become Collateral hereunder, thereafter such property shall
not be deemed Excluded Property; (h) any property to the extent the grant of a security interest in such property is prohibited by applicable Law, provided that in the event of the termination, elimination or waiver of such prohibition to the
extent sufficient to permit such property to become Collateral, thereafter such property shall not be deemed Excluded Property; (i) any lease, license or other agreement to the extent that the grant of a security interest therein is prohibited
by the terms of such lease, license or other agreement and would violate or invalidate such lease, license or other agreement or create a right of termination in favor of any other party thereto (other than the Borrower or any Subsidiary), provided
that (i) such prohibition is not rendered ineffective pursuant to the Uniform Commercial Code or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination, elimination or
waiver of such prohibition to the extent sufficient to permit such lease, license or other agreement to become Collateral hereunder, thereafter such property shall not be deemed Excluded Property; (j) unless requested by the Administrative
Agent or the Required Lenders, any IP Rights for which a perfected Lien thereon is not effected either by filing of a 

  
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Uniform Commercial Code financing statement or by appropriate evidence of such Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office; and
(k) the Equity Interests of any Foreign Subsidiary to the extent not required to be pledged hereunder. 
 “Excluded Swap
Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guaranty by such Guarantor hereunder of, or the grant under a Loan Document by such Guarantor of a security interest
to secure, such Swap Obligation (or any Support Obligation in respect thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official
interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 4.08 and any
other “keepwell”, support or other agreement for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the guaranty by such Guarantor hereunder, or grant by
such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply to only the portion of such Swap
Obligations that is attributable to Swap Contracts for which such guaranty or security interest becomes excluded in accordance with the first sentence of this definition. 

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or
deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws
of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a
Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such
interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to
Section 3.01(a)(ii), 3.01(a)(iii) or 3.01(c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before
it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. 

“Existing Letters of Credit” means the letters of credit outstanding on the Closing Date identified on Schedule 2.03.

 “FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board. 

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the Closing Date (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal
Revenue Code. 
 “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so 

  
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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
(rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent. 

“Fee Letters” means those separate letter agreements, by and between the Borrower, on the one hand, and (i) Bank of
America and MLPF&S, dated March 12, 2015, and (ii) JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC, dated March 9, 2015, respectively, on the other hand. 

“First-Tier Foreign Subsidiary” means any Foreign Subsidiary that is owned directly by a Domestic Loan Party. 

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the
Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction. 
 “Foreign Subsidiary” means any Subsidiary that
is not a Domestic Subsidiary. 
 “FRB” means the Board of Governors of the Federal Reserve System of the United States.

 “Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such
Defaulting Lender’s Revolving Commitment Percentage 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, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Revolving Commitment Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s
participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. 

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. 
 “Funded
Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: 

(a) all obligations for borrowed money, whether current or long-term, (including the Loan Obligations) and all obligations evidenced by bonds,
debentures, notes, loan agreements or other similar instruments; 
 (b) all purchase money indebtedness; 

(c) the principal portion of all obligations under conditional sale or other title retention agreements relating to property purchased by such
Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business); 

(d) the maximum amount available to be drawn under issued and outstanding letters of credit (including standby and commercial), bankers’
acceptances, bank guaranties, surety bonds and similar instruments; 

  
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 (e) all obligations in respect of the deferred purchase price of property or services (including
non-contingent earn-out obligations, but not including contingent earn-out obligations regardless of treatment under GAAP), but excluding trade accounts payable in the ordinary course of business; 

(f) the Attributable Indebtedness of Capital Leases, Sale and Leaseback Transactions, Synthetic Leases and Securitization Transactions; 

(g) all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the date 181 days after the Maturity Date in
respect of any Equity Interests, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; 

(h) all Funded Indebtedness of others secured by (or for which the holder of such Funded Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed; 

(i) all Guarantees with respect to Funded Indebtedness of the types specified in clauses (a) through (h) above of another Person;
and 
 (j) all Funded Indebtedness of the types referred to in clauses (a) through (i) above 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 or joint venturer, except to the extent that Funded Indebtedness is expressly made non-recourse to such Person; 

provided that in any event obligations under any Swap Contract (including the Swap Termination Value thereof) shall not be deemed to constitute Funded
Indebtedness. 
 “GAAP” means generally accepted accounting principles in effect in the United States as set forth in the
opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board from time to time. 

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining
to government (including any supra-national bodies such as the European Union or the European Central Bank). 
 “Guaranteed
Obligations” has the meaning provided in Section 4.01(a). 
 “Guarantee” means, as to any Person,
(a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable 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 or other obligation, (ii) to
purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (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 other obligation, or (iv) entered into for
the purpose of assuring in any other manner the 

  
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obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any
Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such
Indebtedness to obtain any such Lien). 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. 

“Guarantor Joinder Agreement” means a guarantor joinder agreement substantially in the form of Exhibit 7.12 provided
in accordance with the provisions of Section 7.12(b) or otherwise. 
 “Guarantors” means (a) each Person
identified on the signature pages hereto as a “Guarantor”, (b) each other Person that becomes a Guarantor pursuant to the terms hereof, and (c) the Borrower, for purposes of obligations of Subsidiaries under Swap Contracts and
Treasury Management Agreements and any Swap Obligations of a Specified Loan Party (determined before giving effect to Sections 4.01 and 4.08 hereof) under the guaranty hereunder, and in each such case, together with their successors
and permitted assigns. 
 “Guaranty” means the guaranty provided under Article IV. 

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law. 
 “Honor Date” has the meaning set forth in Section 2.03(c)(i). 

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not
included as indebtedness or liabilities in accordance with GAAP: 
 (a) all Funded Indebtedness; 

(b) the Swap Termination Value of any Swap Contract; 

(c) all obligations in respect of the deferred purchase price of property or services (including all earn-out obligations, whether or not
contingent, regardless of treatment under GAAP, but excluding trade accounts payable in the ordinary course of business); 
 (d) all
Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) and (b) above of any other Person; and 

(e) all Indebtedness of the types referred to in clauses (a) through (c) above 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 or joint venturer, unless such Indebtedness is expressly made non-recourse to such Person; 

provided, however, that for the avoidance of doubt, “Indebtedness” shall not include Permitted Bond Hedge Transactions or Permitted
Warrant Transactions. 

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

“Indemnitees” has the meaning specified in Section 11.04(b). 

“Information” has the meaning specified in Section 11.07. 

“Intercompany Indebtedness” means any Indebtedness, whether now existing or hereinafter incurred, owing by any Loan Party to
any other Loan Party. 
 “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; provided, however, 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 Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date. 

“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 one, two, three or six months thereafter (in each case, subject to availability), as selected by the Borrower in its 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; 

(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) no Interest Period shall extend beyond the Maturity Date; and 

(d) with respect to the Term Loan, no Interest Period shall extend beyond any principal amortization date, unless the portion of such Term
Loan comprised of Eurodollar Rate Loans expiring prior to the applicable principal amortization date plus the portion thereof comprised of Base Rate Loans equals or exceeds the principal amortization payment then due. 

“Internal Revenue Code” means the Internal Revenue Code of 1986. 

“Investment” means, as to any Person, (a) the purchase or other acquisition of Equity Interests of another Person,
(b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, or (c) an Acquisition. For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. 

“IP Rights” has the meaning specified in Section 6.17. 

“IRS” means the United States Internal Revenue Service. 

  
 17 








 “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 L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer relating to such Letter of Credit. 

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. 

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing. 

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been
reimbursed on the date when made or refinanced as a Borrowing of Revolving Loans. 
 “L/C Commitment” means, with respect
to the L/C Issuer, the commitment of the L/C Issuer to issue and to honor payment obligations under Letters of Credit, and, with respect to each Lender with Revolving Commitments, the commitment of such Lender to purchase participation interests in
L/C Obligations. 
 “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension
of the expiry date thereof, or the increase of the amount thereof. 
 “L/C Issuer” means Bank of America in its capacity as
issuer of Letters of Credit hereunder, together with its successors in such capacity. 
 “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 1.06. 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. 

“Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that
becomes a “Lender” in accordance with this Agreement and their successors and permitted assigns and, as the context requires, includes the Swing Line Lender. 

“Lender Joinder Agreement” means a joinder agreement, substantially in the form of Exhibit 2.01, executed and
delivered in accordance with the provisions of Section 2.01(c). 
 “Lending Office” means, as to any Lender,
the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent; which office may include
any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate. 

  
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 “Letter of Credit” means (i) any Existing Letter of Credit, and
(ii) any standby letter of credit issued hereunder. Letters of Credit may be issued in Dollars or in an Alternative Currency. 

“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 L/C Issuer. 
 “Letter of Credit Expiration Date” means the day that is seven days
prior to the Revolving Termination Date (or, if such day is not a Business Day, the next preceding Business Day). 
 “Letter of
Credit Fee” has the meaning specified in Section 2.03(h). 
 “Letter of Credit Sublimit” has the meaning
specified in Section 2.03(a). The Letter of Credit Sublimit on the Closing Date is Twenty Million Dollars ($20,000,000). 

“LIBOR” shall have the meaning provided in the definition of “Eurodollar Base Rate”. 

“LIBOR Quoted Currency” means each of the following currencies: Dollars, Euro, Sterling and Yen; in each case as long as there is a
published LIBOR rate with respect thereto. 
 “Lien” means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a 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 financing lease having substantially the same economic effect as any of the foregoing). 

“Liquidity” means unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries in the United States (or that
could be repatriated to the United States (less the applicable combined U.S. federal and state marginal income Tax, and any other applicable foreign Tax, due or payable that would be imposed on the Borrower or applicable Subsidiary in the case of,
and with respect to, the repatriation of such cash to the United States of America, in each case at such time)) at such time in excess of $25,000,000 plus the amount of availability under the Aggregate Revolving Commitments. 

“Loan” means the Revolving Loans, Swing Line Loans or Term Loan, and the Base Rate Loans and Eurodollar Rate Loans comprising
such Loans. 
 “Loan Documents” means this Agreement, the Notes, the Collateral Documents, the Fee Letters, the Issuer
Documents, the Guarantor Joinder Agreements and the Lender Joinder Agreements. 
 “Loan Notice” means a notice of
(a) a Borrowing of Loans (including Swing Line Loans), (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, which shall be substantially in the form of Exhibit 2.02 or such other
form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the
Borrower. 
 “Loan Obligations” means the Revolving Obligations and the Term Loan. 

  
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 “Loan Parties” means, collectively, the Borrower and the Guarantors. 

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market. 
 “Master Agreement” has the meaning specified in the definition of “Swap
Contract.” 
 “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect
upon, the operations, business, properties, liabilities (actual or contingent) or financial condition of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any
Lender under any Loan Document to which it is a party; (c) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (d) a material adverse effect upon the
legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party. 

“Material First-Tier Foreign Subsidiary” means (a) Huron (UK) Limited, a UK limited liability company, and (b) each
other First-Tier Foreign Subsidiary that, together with its subsidiaries, represents more than 2.5% of consolidated revenues for the Borrower and its Subsidiaries. 

“Material Indebtedness” means any Indebtedness (other than Indebtedness arising under the Loan Documents and Indebtedness
arising under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $15,000,000. 

“Maturity Date” means, as to the Revolving Obligations, the Revolving Termination Date. 

“Maximum Rate” has the meaning specified in Section 11.09. 

“MLPF&S” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, together with its successors. 

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 

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

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including any Loan Party or any ERISA
Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA. 
 “Net
Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds received by the Borrower or any Subsidiary in respect of any Disposition or Equity Issuance net of (a) direct costs incurred in connection therewith (including,
without limitation, reasonable legal, accounting and investment banking fees, and sales commissions), (b) taxes paid or payable as a result thereof and (c) in the case of any Disposition, the amount necessary to retire any Indebtedness
secured by a Permitted Lien (ranking senior to any Lien of the Administrative Agent) on the related property; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the
sale or other disposition of any non-cash consideration received by the Borrower or any Subsidiary in any Disposition or Equity Issuance in the twelve month period following such event. 

  
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 “Notes” means the Revolving Notes, the Swing Line Note and the Term Loan Notes.

 “Non-LIBOR Quoted Currency” means any currency other than a LIBOR Quoted Currency. 

“Obligations” means, with respect to each Loan Party, without duplication, (a) all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party 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 and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in
such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (b) all obligations under any Swap Contract between the Borrower or any of its Subsidiaries, on the one hand, and any Person that was a Lender
or Affiliate of a Lender at the time such Swap Contract was entered into, on the other hand, to the extent permitted hereunder and (c) all obligations under any Treasury Management Agreement between the Borrower or any of its Subsidiaries, on
the one hand, and any Lender or Affiliate of a Lender, on the other hand; provided, however, that (i) the “Obligations” of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor, and
(ii) for the avoidance of doubt, “Obligations” shall not include Permitted Convertible Indebtedness, Permitted Bond Hedge Transactions or Permitted Warrant Transactions. 

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

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, 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 made pursuant to Section 3.06). 

“Outstanding Amount” means (a) with respect to any Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date; and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent of such L/C Obligations on such date after giving effect to
any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts. 

“Participant” has the meaning specified in Section 11.06(d). 

  
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 “Participant Register” has the meaning specified in
Section 11.06(d). 
 “Patriot Act” has the meaning specified in Section 11.19. 

“PBGC” means the Pension Benefit Guaranty Corporation. 

“Pension Act” means the Pension Protection Act of 2006. 

“Pension Funding Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions
(including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Internal Revenue Code and Section 302 of ERISA, each as in
effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA. 

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is
maintained or is contributed to by any Loan Party and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code. 

“Permitted Acquisition” means an Investment consisting of an Acquisition by the Borrower or any Subsidiary, provided
that (a) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (b) the property acquired (or the property of the Person acquired) in such Acquisition is used or
useful in the same or a similar line of business as the Borrower and its Subsidiaries were engaged in on the Closing Date (or any reasonable extensions or expansions thereof), (c) in the case of an Acquisition of the Equity Interests of another
Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (d) the Consolidated Leverage Ratio shall be at least 0.25 times less than (at least one-quarter turn inside)
the maximum Consolidated Leverage Ratio then in effect under Section 8.11(b) after giving effect thereto on a Pro Forma Basis, (e) in the case of any Acquisition, or series of related Acquisitions, with Acquisition Consideration in
excess of $30 million the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that the Loan Parties will be in compliance with the financial covenants set forth in Section 8.11 as of
the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Acquisition on a Pro Forma Basis,
(f) the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto), and (g) if such
transaction involves the purchase of an interest in a partnership between any Loan Party as a general partner and entities unaffiliated with the Borrower as the other partners, such transaction shall be effected by having such equity interest
acquired by a corporate holding company directly or indirectly wholly-owned by such Loan Party newly formed for the sole purpose of effecting such transaction. 

“Permitted Bond Hedge Transactions” means any call or capped call option (or substantively equivalent derivative transaction)
relating to Borrower’s common stock (or other securities or property following a merger event or other change of the common stock of Borrower) purchased by Borrower in connection with the issuance of any Permitted Convertible Indebtedness;
provided that the purchase price for such Permitted Bond Hedge Transactions, less the proceeds received by Borrower from the sale of any related Permitted Warrant Transactions, does not exceed the net proceeds received by Borrower from the
issuance of such Permitted Convertible Indebtedness in connection with such Permitted Bond Hedge Transactions. 

  
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 “Permitted Convertible Indebtedness” means indebtedness of Borrower that is
convertible into common stock of Borrower (or other securities or property following a merger event or other change of the common stock of Borrower) and/or cash (in an amount determined by reference to the price of such common stock). 

“Permitted Warrant Transactions” means any call option, warrant or right to purchase (or substantively equivalent derivative
transaction) relating to Borrower’s common stock (or other securities or property following a merger event or other change of the common stock of Borrower) sold by Borrower substantially concurrently in connection with any purchase by Borrower
of a related Permitted Bond Hedge Transactions. 
 “Permitted Liens” means Liens permitted pursuant to
Section 8.01. 
 “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 within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of any Loan Party or any ERISA Affiliate or any such Plan to which any Loan Party or any ERISA Affiliate is required to contribute on behalf
of any of its employees. 
 “Platform” has the meaning specified in Section 7.02. 

“Pledge Agreement” means the second amended and restated pledge agreement dated as of the Closing Date given by the Loan
Parties, as pledgors, to the Collateral Agent to secure the Obligations, and any other pledge agreements that may be given by any Person pursuant to the terms hereof, in each case as the same may be amended and modified from time to time. 

“Prime Rate” means the rate of interest in effect for such day as publicly announced from time to time by Bank of America as
its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference
point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the “prime rate” announced by Bank of America shall take effect at the opening of business on the day specified in the public
announcement of such change. 
 “Pro Forma Basis” means, with respect to any transaction, for purposes of determining the
Consolidated Leverage Ratio, that such transaction shall be deemed to have occurred as of the first day of the period of four consecutive fiscal quarters ending as of the end of the most recent fiscal quarter for which annual or quarterly financial
statements shall have been delivered in accordance with the provisions hereof. Further, for purposes of making calculations on a Pro Forma Basis hereunder, (a) in the case of Dispositions and Recovery Events, (i) income and cash flow
statement items (whether positive or negative) attributable to the property, entities or business units that are the subject thereof shall be excluded to the extent relating to any period prior to the date of such transaction, and (ii) Funded
Indebtedness paid or retired in connection therewith shall be deemed to have been paid and retired as of the first day of the applicable period; (b) in the case of any Acquisition, (i) income statement items (whether positive or negative)
attributable to the property, entities or business units that are the subject thereof shall be included to the extent relating to any period prior to the date thereof and (ii) Funded Indebtedness incurred in connection therewith shall be deemed
to have been incurred as of the first day of the applicable period (provided that interest expense need not be imputed for the applicable period); and (c) in the case of incurrence of Funded Indebtedness hereunder, the Funded Indebtedness shall
be deemed to have been incurred as of the first day of the applicable period (provided that interest expense need not be imputed for the applicable period). 

  
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 “Pro Forma Compliance Certificate” means a certificate of a Responsible Officer
of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 8.11(b) as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered
financial statements pursuant to Section 7.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis. 

“Property” means an interest of any kind in any property or asset, whether real, personal or mixed, and whether tangible or
intangible. 
 “Public Lender” has the meaning specified in Section 7.02. 

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at
such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity
Exchange Act. 
 “Rate Determination Date” means two (2) Business Days prior to the commencement of such Interest
Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent). 

“Recipient” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or
on account of any obligation of any Loan Party hereunder. 
 “Recovery Event” means any loss of, damage to or destruction
of, or any condemnation or other taking for public use of, any property. 
 “Register” has the meaning specified in
Section 11.06(c). 
 “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. 

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty
day notice period has been waived. 
 “Request for Credit Extension” means (a) with respect to a Borrowing, conversion
or continuation of Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice. 

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate Commitments or, if
the Commitments shall have expired or been terminated, Lenders holding in the aggregate more than 50% of the Loan Obligations (including, in each case, the aggregate amount of each Lender’s risk participation and funded participation in L/C
Obligations and Swing Line Loans); provided that the commitments of, and the portion of the Loan Obligations 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, Lenders having more than 50% of the Aggregate Revolving
Commitments or, if the Revolving Commitments shall have expired or been terminated, Lenders holding in the aggregate more than 50% of the Revolving Obligations (including, in each case, the aggregate amount of each Lender’s risk participation
and funded participation in L/C Obligations and Swing Line Loans); provided that the commitments of, and the portion of the Revolving Obligations 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, for purposes of certifying or confirming matters
relating to Organization Documents, incumbency and like matters, the secretary or assistant secretary, for other purposes, the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a Loan Party and, solely
for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the
applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed
to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. 

“Restricted Payment” means (a) any dividend or other distribution (whether in cash, securities or other property) with
respect to any Equity Interests of any Person, (b) 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 Interests or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or any option, warrant or other right to acquire any such
dividend or other distribution or payment, (c) the initial premium amount for a Permitted Bond Hedge Transaction and the sales proceeds from a Permitted Warrant Transaction in connection with Permitted Convertible Indebtedness, taken together
as a single transaction, on a net basis, (d) any payment made in cash to holders of Permitted Convertible Indebtedness in excess of the original principal (or notional) amount thereof and interest on such excess amount, unless and to the extent
that a corresponding amount is received in cash (whether through a direct cash payment or a settlement in shares of stock that are immediately sold for cash) substantially contemporaneously from the other parties to a Permitted Bond Hedge
Transaction relating to such Permitted Convertible Indebtedness, and (e) any cash payment made in connection with the settlement of a Warrant Transaction solely to the extent the Borrower has the option of satisfying such payment obligation
through the issuance of shares of common stock. 
 “Revaluation Date” means with respect to any Letter of Credit, each of
the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to
the increased amount), (c) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the Existing Letters of Credit, the Closing Date, and (e) such additional
dates as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require. 
 “Revolving
Commitment” means, for each Revolving Lender, the commitment of such Lender to make Revolving Loans (and to share in Revolving Obligations) hereunder, and the L/C Commitment and Swing Line Commitment thereunder. 

“Revolving Commitment Percentage” means, for each Lender with Revolving Commitments, a fraction (expressed as a percentage
carried to the ninth decimal place), the numerator of which is such Lender’s Revolving Committed Amount and the denominator of which is Aggregate Revolving Committed Amount. The initial Revolving Commitment Percentages are set forth on
Schedule 2.01. 

  
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 “Revolving Committed Amount” means, for each Revolving Lender, the amount of
such Lender’s Revolving Commitment. The initial Revolving Committed Amounts are set out in Schedule 2.01. 
 “Revolving
Lenders” means those Lenders with Revolving Commitments, and their successors and permitted assigns. 
 “Revolving
Loan” has the meaning specified in Section 2.01(a). 
 “Revolving Notes” means the promissory notes,
if any, given to evidence the Revolving Loans, as amended, restated, modified, supplemented, extended, renewed or replaced. A form of Revolving Note is attached as Exhibit 2.11-1. 

“Revolving Obligations” means the Revolving Loans, the L/C Obligations and the Swing Line Loans. 

“Revolving Termination Date” means March 31, 2020. 

“Rupee” means the lawful currency of India. 

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and
any successor thereto. 
 “Sanctions” means any international economic sanction administered or enforced by the United
States Government (including, without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority. 

“Saudi Riyal” or “SR” means the lawful currency of Saudi Arabia. 

“Sale and Leaseback Transaction” means, with respect to any Person, any arrangement, directly or indirectly, whereby such
Person shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as
the property being sold or transferred. 
 “SEC” means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions. 
 “Securitization Transaction” means, with respect to any Person,
any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary or Affiliate of such Person may sell, convey or otherwise transfer, or grant a security interest in,
accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person. 

“Security Agreement” means the second amended and restated security agreement dated as of the Closing Date given by the Loan
Parties, as grantors, to the Collateral Agent to secure the Obligations, and any other security agreements that may be given by any Person pursuant to the terms hereof, in each case as the same may be amended and modified from time to time. 

“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date
(a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and


  
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does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature in the ordinary course of business, (c) such
Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital, (d) the fair value of the property of such
Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (e) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable
liability of such Person on its debts as they become absolute and matured and (f) such Person does not intend, in any transaction, to hinder, delay or defraud either present or future creditors or any other person to which such Person is or
will become, through such transaction, indebted. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability. 
 “Specified Loan Party” has the meaning specified in
Section 4.08. 
 “Spot Rate” for a currency means the rate determined by the Administrative Agent or the L/C
Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately
11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by
the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the L/C Issuer may use such spot rate quoted on the
date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency. 

“Stated Amount” means, with respect to any Letter of Credit at any date of determination, (a) the Dollar Equivalent of
the maximum aggregate amount available for drawing thereunder under any and all circumstances plus (b) the Dollar Equivalent of the aggregate amount of all unreimbursed payments and disbursements under such Letter of Credit. 

“Sterling” and “£” mean the lawful currency of the United Kingdom. 

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity
of which a majority of the shares of Equity Interests entitled to vote for members of the board of directors or equivalent governing body at the time beneficially owned, or 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. 

“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 

  
 27 








 
agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement;
provided that, for the avoidance of doubt, “Swap Contract” shall not include any Permitted Convertible Indebtedness, Permitted Bond Hedge Transactions or Permitted Warrant Transactions. 

“Swap Obligations” 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. 
 “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). 

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04(a). 

“Swing Line Commitment” means, with respect to the Swing Line Lender, the commitment, if any, of the Swing Line Lender to
make Swing Line Loans, and with respect to each Lender with Revolving Commitments, the commitment of such Lender to purchase participation interests in Swing Line Loans. 

“Swing Line Lender” means Bank of America in its capacity as such, together with any successor in such capacity. 

“Swing Line Loan” has the meaning specified in Section 2.04(a). 

“Swing Line Note” means the promissory note given to evidence the Swing Line Loans, as amended, restated, modified,
supplemented, extended, renewed or replaced. A form of Swing Line Note is attached as Exhibit 2.11-2. 
 “Swing Line Loan
Notice” means a notice of a Borrowing of Swing Line Loans pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit 2.04 or such other form as approved by the Administrative Agent
(including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. 

“Swing Line Sublimit” has the meaning specified in Section 2.04(a). The Swing Line Sublimit on the Closing Date
is Fifteen Million Dollars ($15,000,000). 
 “Synthetic Lease” means any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease or does not otherwise appear on a balance sheet
under GAAP. 
 “TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system
which utilizes a single shared platform and which was launched on November 19, 2007. 

  
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 “TARGET Day” means any day on which TARGET2 (or, if such payment system ceases
to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for settlement of payments in Euro. 

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

“Term Loan” means any term loan established hereunder after the Closing Date. 

“Term Loan Commitment” means, for each Lender, the commitment of such Lender to make a portion of a Term Loan;
provided that at any time after funding, determinations of “Required Lenders” shall be based on the Outstanding Amount of the Term Loan. 

“Term Loan Commitment Percentage” means, for each Lender with Term Loan Commitments, a fraction (expressed as a percentage
carried to the ninth decimal place), equal to (i) prior to funding, the numerator of which is such Lender’s Term Loan Committed Amount, and the denominator is the aggregate amount of the Term Loan Commitments, and (ii) after funding,
the numerator is the Outstanding Amount of such Lender’s Term Loan, and the denominator is the aggregate Outstanding Amount of the Term Loan. 

“Term Loan Committed Amount” means, for each Lender with Term Loan Commitments, the amount of its Term Loan Commitment. 

“Term Loan Notes” means the promissory notes, if any, given to evidence the Term Loan, as amended, restated, modified,
supplemented, extended, renewed or replaced. A form of Term Loan Note is attached as Exhibit 2.11-3. 
 “Total Revolving
Outstandings” means the aggregate Outstanding Amount of all Revolving Obligations. 
 “Treasury Management
Agreement” means any agreement governing the provision of treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds
transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services. 

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

“Uniform Commercial Code” and “UCC” mean the Uniform Commercial Code in effect in any applicable
jurisdiction from time to time. 
 “United States” and “U.S.” mean the United States of America. 

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i). 

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the
Internal Revenue Code. 
 “U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III). 

  
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 “Wholly Owned Subsidiary” of a Person means a Subsidiary in which 100% of the
Equity Interests are owned and controlled by such Person, directly or indirectly through other Subsidiaries that are Wholly Owned Subsidiaries. Unless otherwise specified, all references herein to “Wholly Owned Subsidiary” shall refer to a
Wholly Owned Subsidiary of the Borrower. 
 “Yen” and “¥” mean the lawful currency of Japan. 

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 definitions of terms herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be
followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or
reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject
to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns,
(iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in
its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan
Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory, rules, regulations, orders and provisions consolidating, amending replacing or interpreting such law and any reference to any law
or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the
same meaning and effect and to refer to any and all assets and properties of whatever kind, tangible and intangible, real and personal, including cash, securities, accounts and contract rights. 

(b) 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”. 

(c) 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. 
 1.03 Accounting Terms; Calculation of Financial Covenants on a Pro Forma
Basis. 
 (a) Generally. Except as otherwise specifically prescribed herein, all accounting terms not specifically or completely
defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP, applied on a
consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the


  
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computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and
the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. 
 (b) Changes in GAAP. The Borrower
will provide a written summary of material changes in GAAP or in the consistent application thereof with each annual and quarterly Compliance Certificate delivered in accordance with Section 7.02(b). If any change in GAAP or in the
consistent application thereof would affect the computation of any financial covenants or other requirements set forth herein or in any of the other Loan Documents, and either the Borrower or the Required Lenders shall object in writing to
determinations of compliance based on such changes, then such computations shall continue to be made on a basis consistent with the most recent financial statements delivered pursuant to Section 7.01(a) or (b) as to which no
such objection shall have been made. 
 (c) Calculations. Notwithstanding the above, the parties hereto acknowledge and agree that:

 (i) all calculations of the Consolidated Leverage Ratio (and its components) (including for purposes of determining
applicable pricing level for the Applicable Percentage) shall be made on a Pro Forma Basis giving effect to Acquisitions, Dispositions and Recovery Events occurring during the applicable period; 

(ii) all references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of
any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if
such variable interest entity were a Subsidiary as defined herein; 
 (iii) all Indebtedness shall be carried at 100% of the
outstanding principal amount thereof regardless whether GAAP may permit any such Indebtedness to be carried at some lesser amount under FASB ASC 825 and FASB ASC 470-20 or otherwise; and 

(iv) for purposes of all calculations hereunder, the principal amount of Permitted Convertible Indebtedness shall be the
outstanding principal (or notional) amount thereof, valued at par. 
 1.04 Rounding. Any financial ratios required to be maintained
pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down
to the nearest number (with a rounding-up if there is no nearest number). 
 1.05 Times of
Day. Unless otherwise specified, all references herein to times of day shall be references to Central (Chicago) time (daylight or standard, as applicable). 

1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be
the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms 

  
 31 








 
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
Dollar Equivalent of 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. 

1.07 Additional Alternative Currencies.  

(a) The Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the
definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. Any such request shall be subject
to the approval of the Administrative Agent and the L/C Issuer. 
 (b) Any such request shall be made to the Administrative Agent not later
than 11:00 a.m. twenty (20) Business Days prior to the date of the desired Letter of Credit issuance (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer in their sole discretion). In the case of any
such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 11:00 a.m. ten (10) Business Days after receipt of
such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. 
 (c) Any
failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by the L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the
Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative
Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.07, the Administrative Agent shall promptly so
notify the Borrower. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one of the Alternative Currencies specifically listed in the definition of “Alternative Currency” shall be deemed an Alternative
Currency with respect to such Existing Letter of Credit only. 
 1.08 Change of Currency. 

(a) Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that
adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of
interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced
by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency. 
 (b) Each
provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any
relevant market conventions or practices relating to the Euro. 

  
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 (c) Each provision of this Agreement also shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency. 

1.09 Exchange Rates; Currency Equivalents. 

(a) The Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for
calculating Dollar Equivalent amounts of the Stated Amount of any Letters of Credit denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any
amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein,
the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or L/C Issuer, as applicable. 

(b) Wherever in this Agreement in connection with the issuance, amendment or extension of a Letter of Credit, an amount, such as a required
minimum or multiple amount, is expressed in Dollars, but such Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such
Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be. 

ARTICLE II 
 COMMITMENTS AND
CREDIT EXTENSIONS 
 2.01 Revolving Loans. 

(a) Revolving Commitments. Subject to the terms and conditions set forth herein, during the Availability Period, each Lender severally
agrees to make loans (each such loan a “Revolving Loan”) to the Borrower in Dollars from time to time; provided that, (i) Total Revolving Outstandings shall not exceed FIVE HUNDRED MILLION DOLLARS ($500,000,000) (as such
amount may be increased or decreased in accordance with the provisions hereof, the “Aggregate Revolving Committed Amount”), and (ii) such Lender’s Revolving Commitment Percentage of the aggregate Outstanding Amount of
Total Revolving Outstandings shall not exceed such Lender’s Revolving Committed Amount. Revolving Loans may be repaid and reborrowed as provided herein, and may consist of Base Rate Loans, Eurodollar Rate Loans or a combination thereof, as the
Borrower may request. 
 (b) [Intentionally Omitted]. 

(c) Incremental Loans and Commitments. The Borrower shall have the right, upon at least five Business Days’ prior written notice
to the Administrative Agent, to increase the Aggregate Revolving Commitments hereunder, or establish new or additional term loans hereunder at any time after the Closing Date, subject, however, in any such case, to satisfaction of the
following conditions precedent: 
 (i) the aggregate amount of all such increases during the term of this Agreement after the
Closing Date shall not exceed $100,000,000; 

  
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 (ii) no Default or Event of Default shall exist immediately before or immediately
after giving effect to such increase on a Pro Forma Basis (assuming for purposes hereof, that the entire amount of Revolving Commitments, as increased, is fully drawn and funded); 

(iii) the establishment of the incremental commitments and the extension of credit thereunder are subject to satisfaction of
the conditions to all Credit Extensions in Section 5.02; 
 (iv) such increase shall be in a minimum amount of
$10 million and integral multiples of $1 million in excess thereof (or such lesser amounts as the Administrative Agent may agree); 

(v) such increase shall be effective only upon receipt by the Administrative Agent of (x) additional Commitments in a
corresponding amount of such requested increase from either existing Lenders and/or one or more banks and other financial institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to
provide an additional Commitment) and (y) documentation from each bank and financial institution providing an additional Commitment evidencing its additional Commitment and its obligations under this Agreement in form and substance reasonably
acceptable to the Administrative Agent; 
 (vi) the Administrative Agent shall have received all documents (including
resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such increase and the validity of such increase and any other matters relevant thereto,
all in form and substance reasonably satisfactory to the Administrative Agent; 
 (vii) the Borrower shall have delivered to
the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as
of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) and (b); 

(viii) if any Eurodollar Rate Loans are outstanding at the time of such increase, the Borrower shall prepay such Eurodollar
Rate Loans or convert such Eurodollar Rate Loans to Base Rate Loans (such prepayment or conversion to be subject to Section 3.05) as necessary to give effect to the revised commitment amounts and percentages; 

(ix) if any Loans are outstanding at the time of any such increase in loans or commitments, payments and adjustments will be
made among the Lenders as necessary to give effect to the revised commitment amounts and percentages; 
 (x) in the case of
an increase in the amount of the Term Loan or another term loan established hereunder after the first principal amortization payment date, adjustments will be made to the schedule of amortization payment, as appropriate, to give effect thereto such
that payments of principal, interest and other amounts will be made on 

  
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the same basis as for the underlying term loan and the principal amortization payments made to the holders of the existing underlying term loan will be not less than that which was payable prior
to giving effect to the incremental term loan; 
 (xi) any term loan established hereunder will have a final maturity date
that is coterminous with or later than the final maturity date for the Term Loan and an average life-to-maturity on the date of issuance longer than the average life-to-maturity for the Term Loan; 

(xii) any new Lender providing loans and commitments must be reasonably acceptable to the L/C Issuer and the Swing Line Lender;
and 
 (xiii) lenders providing loans and commitments for such increase in the Aggregate Revolving Commitments will provide a
Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent. 
 In connection with establishment of
any such incremental loans or commitments hereunder, (1) none of the Lenders or their affiliates shall have any obligation to provide any of the incremental loans or commitments without their prior written approval, (2) neither the
Administrative Agent nor any of the Arrangers shall have any responsibility for arranging the incremental loans or commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in
connection therewith and (3) Schedule 2.01 will be deemed to be revised to reflect the Lenders, loans, commitments and pro rata shares or percentages after giving effect to establishment thereof. 

2.02 Borrowings, Conversions and Continuations of Loans. 

(a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the
Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a
Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurodollar Rate Loans or of any
conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $250,000 or
a whole multiple of $250,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $150,000 or a whole multiple of $100,000 in excess
thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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
Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a
conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate 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 Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest
Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan. 

  
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 (b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each
Lender of the amount of its pro rata share of the applicable 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
Base Rate Loans as described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not
later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension,
Section 5.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of
America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if on
the date the Loan Notice with respect to a Borrowing of Revolving Loans is given by the Borrower there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C
Borrowings, and second, shall be made available to the Borrower as provided above. 
 (c) During the existence of an Event of
Default, the Borrower may continue to request the continuation of or conversion of Loans into Eurodollar Rate Loans, unless and until the notice of termination of this right during the existence of the Event of Default by the Required Lenders, and
on any such election by the Required Lenders, existing Eurodollar Rate Loans will be converted into Base Rate Loans at the end of the applicable Interest Period. 

(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. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Prime Rate promptly following the public
announcement of such change. 
 (e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all
continuations of Loans as the same Type, there shall not be more than eight (8) Interest Periods in effect for Revolving Loans, or more than eight (8) Interest Periods in effect for the Term Loan. 

(f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or the portion of its Loans
in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender. 

2.03 Letters of Credit. 

(a) Letters of Credit Commitment. 

(i) Subject to the terms and conditions set forth herein, during the Availability Period, (i) the L/C Issuer agrees, in
reliance upon the agreements of the Lenders set forth herein, (1) to issue Letters of Credit in Dollars or in one or more Alternative Currencies, in each case containing such terms and conditions as are permitted by this Agreement and are
reasonably satisfactory to the L/C Issuer, for the account of the Borrower or any of its Subsidiaries, (2) to amend or extend Letters of Credit previously issued hereunder, and (3) to honor drawings under Letters of Credit; and
(ii) the Lenders severally agree to participate in Letters of Credit hereunder in an 

  
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amount equal to such Lender’s Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS
($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “Letter of Credit Sublimit”), (B) the Outstanding Amount of L/C Obligations denominated in Alternative Currencies shall not exceed TEN
MILLION DOLLARS ($10,000,000) (the “Alternative Currency Sublimit”), (C) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Committed Amount, and (D) such Lender’s Revolving Commitment
Percentage of Total Revolving Outstandings shall not exceed its respective Revolving Committed Amount. Each Request for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit
Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the
Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and from and after the Closing Date
shall be subject to and governed by the terms and conditions hereof. 
 (ii) The L/C Issuer shall not issue any Letter of
Credit if: 
 (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would
occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Lenders have approved such expiry date; or 

(B) the expiry date of such requested Letter of Credit would occur after the Revolving Termination Date, unless the Required
Revolving Lenders have approved such expiry date. 
 (iii) The L/C Issuer shall not be under any 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 the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the
L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction,
reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date and which the L/C Issuer in good faith deems material to it, or shall impose upon the L/C Issuer any unreimbursed
loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it; 

(B) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit
generally; 
 (C) except as otherwise agreed by the L/C Issuer, such Letter of Credit is in an initial stated amount less
than $100,000; 

  
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 (D) such Letter of Credit is to be denominated in a currency other than Dollars;

 (E) any Lender is at such time a Defaulting Lender, unless Adequate Assurance shall have been provided, including
arrangements to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(viii)) 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or 

(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing
thereunder. 
 The L/C Issuer shall notify the Borrower promptly upon its determination that a requested Letter of Credit will not be issued
due to the application of clause (A) or (B) above. 
 (iv) The L/C Issuer shall not amend any Letter of Credit if
the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. 

(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the 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. 

(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents
associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by the 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 X included the L/C Issuer with respect to such
acts or omissions, and (B) as additionally provided herein with respect to the 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 the 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 L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in
a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. 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 L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof;
(D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary 

  
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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; (G) the purpose and nature of the
requested Letter of Credit; and (H) such other matters as the L/C Issuer may reasonably require. 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 L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as
the L/C Issuer may reasonably require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including
any Issuer Documents, as the L/C Issuer or the Administrative Agent may reasonably require. 
 (ii) Promptly after receipt of
any Letter of Credit Application, the 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, the L/C
Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or
amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a
Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately
upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to such Lender’s
Revolving Commitment Percentage thereof. 
 (iii) If the Borrower so requests in any applicable Letter of Credit Application,
the L/C Issuer may, in its sole discretion, 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 L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the
“Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request
to the 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 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, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no
obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) 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 (1) from the Administrative Agent that the Required Lenders have elected not to
permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.02 is not then satisfied, and in each such case directing the L/C Issuer not
to permit such extension. 

  
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 (iv) If the Borrower so requests in any applicable Letter of Credit Application,
the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of
Credit”). Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as
provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit.
Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a
specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is
seven Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or any Loan Party that one
or more of the applicable conditions specified in Section 5.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such
reinstatement. 
 (v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an
advising bank with respect thereto or to the beneficiary thereof, the 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 drawing under such Letter of Credit, the L/C
Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit denominated in Dollars or the Applicable Time for Letters of Credit denominated in
Alternative Currencies (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. In the case of a Letter of Credit denominated
in an Alternative Currency, the Borrower shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in
the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the L/C Issuer promptly following receipt of the notice of drawing that the Borrower will reimburse the L/C Issuer in Dollars. In the case of any such
reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. If
the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in the Dollar Equivalent thereof, the
“Unreimbursed Amount”), and the amount of such Lender’s 

  
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Revolving Commitment Percentage thereof. In such event, the Borrower shall be deemed to have requested a Borrowing of Base Rate 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 Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Commitments and the conditions set
forth in Section 5.02 (other than the delivery of a Loan Notice). Any notice given by the 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. The L/C Issuer agrees, upon the request of the Administrative Agent or any Lender, to deliver a list of
outstanding Letters of Credit, together with such information relating thereto as may be reasonably requested. 
 (ii) Each
Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent shall apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative Agent’s
Office in an amount equal to its Revolving Commitment Percentage 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 Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C
Issuer. 
 (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans
because the conditions set forth in Section 5.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the 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 demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the 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 Lender funds its Revolving Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Revolving Commitment Percentage of such amount shall be solely for the account of the L/C Issuer. 

(v) Each Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the 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 L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or Event of Default; or (C) any other occurrence, event or condition, whether or not similar
to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02 (other than delivery
by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit,
together with interest as provided herein. 

  
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 (vi) If any Lender fails to make available to the Administrative Agent for the
account of the 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), then, without limiting the other provisions of
this Agreement, the 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 the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan
included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this
clause (vi) shall be conclusive absent manifest error. 
 (d) Repayment of Participations. 

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such
Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the 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 Revolving Commitment Percentage thereof in the same
funds as those received by the Administrative Agent. 
 (ii) If any payment received by the Administrative Agent for the
account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the L/C Issuer in
its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Revolving Commitment Percentage 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 Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination
of this Agreement. 
 (e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under
each Letter of Credit 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 Loan Document; 

  
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 (ii) the existence of any claim, counterclaim, setoff, defense or other right
that the Loan Parties or any of their Subsidiaries may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the 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 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 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; or 

(v) 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, the Loan Parties or any of their Subsidiaries. 
 The Borrower shall
promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the
L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid. 

(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall
not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such 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 Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the 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 Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or
(iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee
with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from 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 Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the
matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C
Issuer, and the 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 

  
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which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful 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 furtherance and not in limitation of the foregoing, the 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 the L/C Issuer shall not 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) Applicability of ISP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, the
rules of the ISP shall apply to each Letter of Credit. 
 (h) Letter of Credit Fee. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its pro rata share a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Percentage times the Dollar Equivalent of the
daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has
not provided Cash Collateral or other Adequate Assurance satisfactory to the L/C Issuer pursuant to this Section 2.03 and Section 2.15 shall be payable into the Defaulting Lender Account or, to the maximum extent permitted by
applicable Law, to the other Lenders in accordance with the upward adjustments in their respective pro rata share allocable to such Letter of Credit pursuant to Section 2.15(a)(viii), with the balance of such fee, if any, payable to the
L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees
shall be (i) due and payable on the last Business Day after the end 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 Maturity Date and thereafter on
demand; and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Percentage during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the
Applicable Percentage separately for each period during such quarter that such Applicable Percentage was in effect. Notwithstanding anything to the contrary contained herein, upon the occurrence and during the continuance of an Event of Default,
Letter of Credit Fees shall accrue at the Default Rate as provided herein. 
 (i) Fronting Fee and Documentary and Processing Charges
Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Fee Letter, computed on the Dollar Equivalent of the daily
amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the last Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter
on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrower shall pay directly
to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the 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 on demand and are nonrefundable. 
 (j) Conflict with Issuer Documents. In
the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control. 

  
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 (k) 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, any Subsidiary of the Borrower, the Borrower shall be obligated to reimburse the L/C Issuer 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 any 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 Subsidiaries. 
 2.04 Additional Provisions with respect to Swing Line Loans. 

(a) Swing Line Loans. Subject to the terms and conditions set forth herein, during the Availability Period, the Swing Line Lender may,
in its sole discretion and in reliance upon the agreements of the other Lenders set forth herein, make loans (each such loan, a “Swing Line Loans”) to the Borrower in Dollars from time to time; provided that (i) the
Outstanding Amount of Swing Line Loans shall not exceed FIFTEEN MILLION DOLLARS ($15,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “Swing Line Sublimit”) and (ii) the Outstanding Amount
of Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. Swing Line Loans may be repaid and reborrowed as provided herein, and will be comprised solely of Base Rate Loans. Immediately upon the making of a Swing Line
Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Revolving Commitment
Percentage thereof. 
 (b) Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made upon the Borrower’s
irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative
Agent of a Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum
principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents
thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans
(A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso of Section 2.04(a), or (B) that one or more of the applicable conditions specified in
Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. 

(c) Refinancing of Swing Line Loans. 

(i) The Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably
authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Revolving Loan that is a Base Rate Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the amount of the Swing Line Loans then
outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in 

  
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accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the
unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 5.02 (other than the delivery of a Loan Notice). The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice
promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Revolving Commitment Percentage of the amount specified in such Loan Notice available to the Administrative Agent in immediately
available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day
specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the Borrower in such amount. The Administrative
Agent shall remit the funds so received to the Swing Line Lender. 
 (ii) If for any reason any Swing Line Loan cannot be
refinanced by such a Borrowing of Revolving Loans in accordance with Section 2.04(c)(i), the request for Revolving Loans that are Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by
the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to
Section 2.04(c)(i) shall be deemed payment in respect of such participation. 
 (iii) If any Lender fails to
make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in
Section 2.04(c)(i), the Swing Line Lender 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 the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank
compensation plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall
constitute such Lender’s Revolving Loan included in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative
Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. 

(iv) Each Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans
pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against
the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the
foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 5.02. No such funding of risk
participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein. 

  
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 (d) Repayment of Participations. 

(i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender
receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Revolving Commitment Percentage thereof in the same funds as those received by the Swing Line Lender. 

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to
be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender
its Revolving Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent
will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on
the Swing Line Loans. Until each Lender funds its Revolving Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Revolving Commitment Percentage of any Swing Line Loan, interest in respect thereof
shall be solely for the account of the Swing Line Lender. 
 (f) Payments Directly to Swing Line Lender. The Borrower shall make all
payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender. 
 2.05 Prepayments. 

(a) Voluntary Prepayments of Loans. 

(i) Revolving Loans and Term Loan. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any
time or from time to time voluntarily prepay Revolving Loans and the Term Loan in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the
Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans
shall be in a principal amount of $250,000 or a whole multiple of $250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any prepayment of Base Rate Loans shall be in a principal amount of $150,000
or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (D) any prepayment of the Term Loan shall be applied ratably to the remaining principal amortization payments. Each such
notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative


  
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Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s pro rata share of such prepayment. If such notice is given by the Borrower, 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid,
together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective pro rata share thereof.

 (ii) Swing Line Loans. The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative
Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later
than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of
such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 

(b) Mandatory Prepayments of Loans. 

(i) Revolving Commitments. If at any time (A) the Outstanding Amount of Revolving Obligations shall exceed the
Aggregate Revolving Committed Amount, (B) the Outstanding Amount of L/C Obligations shall exceed the Letter of Credit Sublimit, or (C) the Outstanding Amount of Swing Line Loans shall exceed the Swing Line Sublimit, immediate prepayment
will be made on or in respect of the Revolving Obligations in an amount equal to the difference; provided, however, that, except with respect to clause (B), L/C Obligations will not be Cash Collateralized hereunder until the Revolving
Loans and Swing Line Loans have been paid in full. 
 (ii) Maturity of Permitted Convertible Indebtedness. On the date
ninety (90) days prior to a Convertible Indebtedness Maturity Date, prepayment shall be made on the Loan Obligations, in whole, in an amount equal to one hundred percent (100%) of the Outstanding Amount thereof, unless: 

(A) such Convertible Indebtedness Maturity Date is waived or extended to a later date, in either such case, by the holders of
the applicable Permitted Convertible Indebtedness; 
 (B) the Borrower can demonstrate (1) Liquidity in an amount at
least equal to the principal amount of the Permitted Convertible Indebtedness due on such Convertible Indebtedness Maturity Date and (2) compliance with the financial covenants after giving effect to such payments or satisfaction of such
payment obligations and the incurrence of any additional Funded Indebtedness on a Pro Forma Basis; or 
 (C) the
requirements of this clause (ii) shall be waived, extended or otherwise modified by the Required Lenders. 
 (iii)
[Intentionally Omitted]. 

  
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 (iv) [Intentionally Omitted]. 

(v) Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b)
shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.05(b)(i), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, and,
third, to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), first, to the Term Loan (ratably to the remaining principal amortization payments) until
paid in full, second, ratably to the L/C Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and, fourth, to Cash Collateralize the remaining L/C Obligations. Within the parameters of the applications
set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to
Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. 

(vi) Eurodollar Prepayment Account. If the Borrower is required to make a mandatory prepayment of Eurodollar Rate Loans
under this Section 2.05(b) (other than Section 2.05(b)(i)) so long as no Event of Default exists, the Borrower shall have the right, in lieu of making such prepayment in full, to deposit an amount equal to such mandatory
prepayment with the Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Administrative Agent. Any amounts so
deposited shall be held by the Administrative Agent as collateral for the prepayment of such Eurodollar Rate Loans and shall be applied to the prepayment of the applicable Eurodollar Rate Loans at the end of the current Interest Periods applicable
thereto or, sooner, at the election of the Administrative Agent, upon the occurrence of an Event of Default. At the request of the Borrower, amounts so deposited shall be invested by the Administrative Agent in Cash Equivalents maturing on or prior
to the date or dates on which it is anticipated that such amounts will be applied to prepay such Eurodollar Rate Loans; any interest earned on such Cash Equivalents will be for the account of the Borrower and the Borrower will deposit with the
Administrative Agent the amount of any loss on any such Cash Equivalents to the extent necessary in order that the amount of the prepayment to be made with the deposited amounts may not be reduced. 

2.06 Termination or Reduction of Aggregate Revolving Commitments.  

(a) Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or
from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Obligations; provided that (i) any such notice shall be received by the Administrative Agent not
later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5 million or any whole multiple of $1 million in excess thereof and (iii) if, after
giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of
such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the


  
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Revolving Commitments of the Lenders ratably in accordance with their Revolving Commitment Percentages. All fees accrued with respect thereto until the effective date of any termination of the
Aggregate Revolving Commitments shall be paid on the effective date of such termination. 
 (b)Mandatory Reductions.
(i) Prepayments under Section 2.05(b)(i) will not serve to permanently reduce the Aggregate Revolving Commitments. (ii) On the occurrence of an event requiring prepayment under to Section 2.05(b)(ii), the Aggregate
Revolving Commitments shall be permanently reduced to zero and terminated. 
 2.07 Repayment of Loans. 

(a) Revolving Loans. The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving Loans
outstanding on such date. 
 (b) Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of
(i) the date ten Business Days after such Swing Line Loan is made and (ii) the Maturity Date. 
 (c) [Intentionally Omitted]. 

2.08 Interest. 
 (a)
Subject to the provisions of subsection (b) below, (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 Percentage; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Percentage; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Percentage. 

(b) (i) If any amount of principal of any Loan is not paid when due, whether at stated maturity, by acceleration or otherwise, such
amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due,
whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws. 
 (iii) During the continuance of an Event of Default under Section 9.01(f), the
Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(iv) During the continuance of an Event of Default other than an Event of Default under Section 9.01(f), the
Borrower shall, at the request of the Required Lenders, pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws. 

  
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 (v) Accrued and unpaid interest on past due amounts (including interest on past
due interest) shall be due and payable upon demand. 
 (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. 
 2.09 Fees. In addition to certain fees described in subsections (h) and (i) of
Section 2.03: 
 (a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender
(other than a Defaulting Lender) its pro rata share of a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Percentage times (ii) the actual daily amount by which the Aggregate Revolving
Commitments exceed the sum of (A) the Outstanding Amount of Revolving Loans plus (B) the Outstanding Amount of L/C Obligations. The Commitment Fee shall accrue at all times during the Availability Period, including at any time
during which one or more of the conditions in Article V 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
after the Closing Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Percentage during any quarter, the actual daily amount shall be
computed and multiplied by the Applicable Percentage separately for each period during such quarter that such Applicable Percentage was in effect. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of
determining the unused portion of the Aggregate Revolving Commitments. 
 (b) Fee Letters. The Borrower shall pay to the Arrangers
and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Percentage. 

(a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made
on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as
applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion
is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(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. 
 (b) If, as a result of any restatement of or other adjustment to
the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper


  
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calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative
Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under
the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such
period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under this Agreement. The Borrower’s obligations
under this paragraph shall survive the termination of the Aggregate Revolving Commitments and the repayment of all other Obligations hereunder. 

2.11 Evidence of Debt. 

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive 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 the Administrative Agent a Note for each 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 subsection (a), each Lender and the Administrative Agent shall maintain in
accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. 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. 

2.12 Payments Generally; Administrative Agent’s Clawback. 

(a) General. 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 Administrative
Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its pro rata share (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any
applicable interest or fee shall continue to accrue. 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 Business Day, and such extension of time shall be reflected
in computing interest or fees, as the case may be. 

  
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 (b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such
Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or,
in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative
Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. 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 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. 
 (ii)
Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders
or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the
Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to
the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this
subsection (b) shall be conclusive, absent manifest error. 
 (c) Failure to Satisfy Conditions Precedent. 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 V 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. 

  
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 (d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make
Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make
any payment under Section 11.04(c) 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, to purchase its participation or to make its payment under Section 11.04(c). 
 (e) Funding Source. 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. 
 2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate
amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and
(b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: 

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and 

(ii) the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the
Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) any amounts applied by the Swing Line Lender to outstanding Swing Line
Loans, (C) any amounts applied to L/C Obligations by the L/C Issuer or Swing Line Loans by the Swing Line Lender, as appropriate, from cash collateral or other Adequate Assurance provided under Section 2.15, or (D) any payment
obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any
Subsidiary (as to which the provisions of this Section shall apply). 
 Each Loan Party consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of such Loan Party in the amount of such participation. 
 2.14 Cash Collateral. 

(a) Certain Credit Support Events. Upon the request of the Administrative Agent or the L/C Issuer (i) if the L/C Issuer has honored
any full or partial drawing request under any Letter of 

  
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Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Maturity Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case,
immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the
Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting Lender). 

(b) Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be
maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the
Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as
collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative Agent determines that Cash
Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, 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 upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. 

(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this
Section 2.14 or Sections 2.03, 2.04, 2.05, 2.15 or 9.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line
Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other
application of such property as may be provided for herein. 
 (d) Release. Cash Collateral (or the appropriate portion thereof)
provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender
status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral;
provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of an Event of Default (and following application as provided in this Section 2.14 may be
otherwise applied in accordance with Section 9.03), and (y) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to
support future anticipated Fronting Exposure or other obligations. 

  
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 2.15 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 such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: 
 (i) the L/C
Issuer may require the Borrower or Defaulting Lender to provide Adequate Assurance with regard to any Fronting Exposure, which may include cash collateral, for the Defaulting Lender’s share of the L/C Obligations as a condition to the issuance,
extension, renewal or increase of Letters of Credit; 
 (ii) the Swing Line Lender may require the Borrower or Defaulting
Lender to provide Adequate Assurance with regard to any Fronting Exposure, which may include cash collateral, for the Defaulting Lender’s share of Swing Line Loans as a condition to the making or extension of Swing Line Loans; 

(iii) the Defaulting Lender shall not be entitled to vote, or participate in amendments, waivers or consents hereunder or in
respect of the other Loan Documents, except as may be expressly provided herein; 
 (iv) the Defaulting Lender may be
replaced and its interests assigned as provided in Section 11.13; 
 (v) all payments of principal, interest and
other amounts owing to a Defaulting Lender will be paid into an account or subaccount with the Administrative Agent (collectively, the “Defaulting Lender Account”) to secure the Defaulting Lender’s obligations under this
Agreement. Amounts held in the Defaulting Lender Account 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 Issuer or Swing Line Lender hereunder; third, if so determined by the Administrative Agent or
requested by the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so
long as no Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; 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, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender against that Defaulting Lender as a result
of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Event of Default exists, 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 5.02 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 2.15(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto; 

  
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 (vi) the Defaulting Lender shall not be entitled to receive any commitment fee,
facility fee, letter of credit fee or other fees hereunder (and the Borrower shall not be required to pay any such fees); 

(vii) so long as no Event of Default shall exist immediately before or immediately after giving effect thereto, the Borrower
may, with the consent of the Administrative Agent (which consent will not be unreasonably withheld or delayed), elect to terminate the commitments of the Defaulting Lender, and repay its share of outstanding Loan Obligations, on a non-pro rata
basis. 
 (viii) 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 or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Revolving Commitment Percentage” of each non-Defaulting
Lender shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender; provided that (A) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender,
no Event of Default exists; and (B) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the
Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Obligations of that Lender. 

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, Swing Line Lender and the L/C Issuer 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 Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Revolving Commitment Percentages (without giving
effect to Section 2.15(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; and provided; further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of
any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 
 ARTICLE III 

TAXES, YIELD PROTECTION AND ILLEGALITY 

3.01 Taxes. 
 (a)
Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any
Taxes, except as required by 

  
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applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the
Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection
(e) below. 
 (i) If any Loan Party or the Administrative Agent shall be required by the Internal Revenue Code to
withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative
Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority
in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any
required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no
such withholding or deduction been made. 
 (ii) If any Loan Party or the Administrative Agent shall be required by any
applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by
it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount
withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be
increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal
to the sum it would have received had no such withholding or deduction been made. 
 (b) Payment of Other Taxes by the Loan Parties.
Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Laws, or at the option of the Administrative Agent timely reimburse it for the
payment of, any Other Taxes. 
 (c) Tax Indemnifications. 

(i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in
respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such
Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified 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 the Borrower by a 

  
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Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent
manifest error. Each of the Loan Parties shall also, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C
Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. 

(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof
within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (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), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the
provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in
each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable 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 and the L/C Issuer hereby
authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent
under this clause (ii). 
 (d) Evidence of Payments. Upon request by any Loan Party or the Administrative Agent, as the case
may be, after any payment of Taxes by such Loan Party or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, such Loan Party shall deliver to the Administrative Agent or the Administrative Agent
shall deliver to such Loan Party, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such
payment reasonably satisfactory to such Loan Party or the Administrative Agent, as the case may be. 
 (e) Status of Lenders; Tax
Documentation. 
 (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to
payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably
requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent,
shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent 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 anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section
3.01(e)(ii)(A), 

  
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3.01(e)(ii)(B) and 3.01(e)(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any
material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 
 (ii)
Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person, 
 (A) any Lender that is
a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such 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 IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; 

(B) 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), whichever of the following is applicable: 
 (I) in the case of a Foreign Lender claiming 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, executed originals of IRS Form W-8BEN-E (or W-8BEN, 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, IRS Form W-8BEN-E (or W-8BEN, 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; 

(II) executed originals of Internal Revenue Service Form W-8ECI, 

(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c)
of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit 3.01-A to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a
“10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a
“U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN-E (or W-8BEN, as applicable); or 

(IV) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS
Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01-B 

  
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or Exhibit 3.01-C, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more
direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01-D on behalf of each such direct and
indirect partner; 
 (C) 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 the withholding or deduction required to be made; and 

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if
such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the
Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Internal Revenue Code) 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 that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the Amendment No. 2 Effective Date. 
 (iii) Each Lender agrees that if
any form or certification it previously delivered pursuant to this Section 3.01 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. 
 (f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time
shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for
the account of such Lender or the L/C Issuer, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with
respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a
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 Taxes) incurred by such Recipient, and without interest (other than any


  
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interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to
the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to
the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than
such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never
been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person. 

(g) Survival. 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 or the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. 

3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate (whether denominated in Dollars or an Alternative Currency), or to determine or charge
interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or Alternative Currency in the applicable interbank
market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (a) any obligation of such Lender to make or continue Eurodollar Rate Loans in the affected currency or currencies or to convert Base Rate Loans to
Eurodollar Rate Loans shall be suspended and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate,
the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case 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, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative
Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all of such Lender’s Eurodollar Rate Loans to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such
illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate
Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar
Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender
that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. 

3.03 Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation
thereof, (a) either the Administrative Agent or the Required Lenders 

  
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determine in good faith that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the
applicable amount and Interest Period of such Eurodollar Rate Loan, or (ii) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan
(whether in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan which is based on the Eurodollar Base Rate, or (b) the Required Lenders determine that for any reason 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 Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each
Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in
the event of a determination described in the preceding sentence with respect to the Eurodollar Base Rate component of the Base Rate, the utilization of the Eurodollar Base Rate component in determining the Base Rate shall be suspended, in each
case, until the Administrative Agent (upon the instruction of the Required Lenders, which instruction shall be given by the Required Lenders, as soon as the circumstances described in this Section 3.03 no longer exist) revokes such
notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans in the affected currency or currencies (to the extent of the affected Eurodollar Rate Loans
or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. 

Notwithstanding the foregoing, in the case of a pending request for a Eurodollar Rate Loan or conversion or continuation in an Alternative
Currency as to which the Administrative Agent has made the determination described in clause (a) of the first sentence of this section, the Administrative Agent, in consultation with the Borrower and the Lenders, may establish an alternative
interest rate that reflects the all-in-cost of funds to the Administrative Agent for funding Loans in the applicable currency and amount, and with the same Interest Period as the Eurodollar Rate Loan requested to be made, converted or continued, as
the case may be (the “Impacted Loans”), in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (x) the Administrative Agent revokes the notice delivered with respect to the
Impacted Loans under clause (a) of the first sentence of this section, (y) the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such
Lenders of funding the Impacted Loans, or (z) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or
fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender
to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. 
 3.04 Increased Costs.

 (a) Increased Costs Generally. If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer; 

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses
(b) through (d) of the definition of Excluded Taxes and 

  
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(C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

 (iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting
this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; 
 and the
result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to
make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the
amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as
the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. 

(b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or
any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C
Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing
Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in
Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to
such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered. 

(c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to
compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such
Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. 
 (d)
Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to
demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six
months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim
compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). 

  
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 3.05 Compensation for Losses. Upon 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 incurred by it as a result of: 

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

(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the
Borrower pursuant to Section 11.13; 
 including any loss of anticipated profits and any loss or expense arising from the liquidation or
redeployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with
the foregoing. 
 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 Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not
such Eurodollar Rate Loan was in fact so funded. 
 3.06 Mitigation of Obligations; Replacement of Lenders. 

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the
Borrower to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to
Section 3.02, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or
3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection
with any such designation or assignment. 
 (b) Replacement of Lenders. If any Lender requests compensation under
Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, and in each case, such Lender
has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrower may replace such Lender in accordance with Section 11.13. 

  
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 3.07 Survival. All of the Loan Parties’ obligations under this Article III
shall survive termination of the Commitments, repayment of all other Obligations hereunder and resignation of the Administrative Agent. 

ARTICLE IV 
 GUARANTY 

4.01 The Guaranty. 
 (a)
Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the
“Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors
hereby further agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly
and severally, promptly pay the same, 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, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. 

(b) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts, Treasury Management
Agreements or the other documents relating to the Guaranteed Obligations, (i) the obligations of each Guarantor under this Credit Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that
would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with
respect to such Guarantor. 
 4.02 Obligations Unconditional. The obligations of the Guarantors under Section 4.01 are
joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, compromise, release,
impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees
that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full
and the commitments relating thereto have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or
impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: 
 (a) at any time or
from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; 

  
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 (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other
document relating to the Guaranteed Obligations shall be done or omitted; 
 (c) the maturity of any of the Guaranteed Obligations shall be
accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other document relating to the Guaranteed Obligations shall be waived or any other guarantee of any
of the Guaranteed Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; 

(d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Guaranteed Obligations as security for any of the
Guaranteed Obligations shall fail to attach or be perfected; or 
 (e) any of the Guaranteed Obligations shall be determined to be void or
voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). 

With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all
notices whatsoever and any requirement that the Administrative Agent or any other holder of the Guaranteed Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other documents relating
to the Guaranteed Obligations or any other agreement or instrument referred to therein, or against any other Person under any other guarantee of, or security for, any of the Obligations. 

4.03 Reinstatement. The obligations of each Guarantor under this Article IV shall be automatically reinstated if and to the
extent that for any reason any payment by or on behalf of any Person in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any Debtor Relief Law or
otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each other holder of the Guaranteed Obligations on demand for all reasonable costs and expenses (including fees, charges and disbursements of any law firm or
other counsel) incurred by the Administrative Agent or such holder of Guaranteed Obligations in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment
constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law. 
 4.04 Certain Waivers. Each Guarantor
acknowledges and agrees that (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect of any other security or collateral interests, and without the necessity at any time of
having to take recourse against the Borrower hereunder or against any collateral securing the Guaranteed Obligations or otherwise, (b) it will not assert any right to require the action first be taken against the Borrower or any other Person
(including any co-guarantor) or pursuit of any other remedy or enforcement of any other right and (c) nothing contained herein shall prevent or limit action being taken against the Borrower hereunder,
under the other Loan Documents or the other documents and agreements relating to the Guaranteed Obligations or from foreclosing on any security or collateral interests relating hereto or thereto, or from exercising any other rights or remedies
available in respect thereof, if neither the Borrower nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the
Guarantors’ obligations hereunder unless as a result thereof, the Guaranteed Obligations shall have been paid in full and the commitments relating thereto shall have expired or been terminated, it being the purpose and intent that the
Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances. 

  
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 Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the
Obligations, except through the exercise of rights of subrogation pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section 4.06. 

4.05 Remedies. The Guarantors agree that, to the fullest extent permitted by law, as between the Guarantors, on the one hand, and the
Administrative Agent and the other holders of the Guaranteed Obligations, on the other hand, the Guaranteed Obligations may be declared to be forthwith due and payable as specified in Section 9.02 (and shall be deemed to have become
automatically due and payable in the circumstances specified in Section 9.02) for purposes of Section 4.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Guaranteed
Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Guaranteed Obligations being deemed to have become automatically due and payable), the Guaranteed Obligations
(whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 4.01. The Guarantors acknowledge and agree that their obligations hereunder are secured in accordance
with the terms of the Collateral Documents and that the holders of the Guaranteed Obligations may exercise their remedies thereunder in accordance with the terms thereof. 

4.06 Rights of Contribution. The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor
shall have contribution rights against the other Guarantors as permitted under applicable law. Such contribution rights shall be subordinate and subject in right of payment to the obligations of such Guarantors under the Loan Documents and no
Guarantor shall exercise such rights of contribution until the Obligations have been paid in full and the Commitments have terminated. 

4.07 Guarantee of Payment; Continuing Guarantee. The guarantee in this Article IV is a guaranty of payment and not of
collection, is a continuing guarantee, and shall apply to all the Guaranteed Obligations whenever arising. 
 4.08 Keepwell. 

Each Loan Party that is a Qualified ECP Guarantor at the time the guaranty provided in this Article IV by any Loan Party that is not
then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes
effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be
needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without
rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article IV voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each applicable Loan Party
under this Section shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto have expired or been terminated. Each Loan Party intends this Section to
constitute, and this Section shall be deemed to constitute, a guarantee of the 

  
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obligations and a “keepwell, support, or other agreement” for the benefit of each Specified Loan Party that would otherwise not constitute an “eligible contract participant”
for any Swap Obligation for all purposes of the Commodity Exchange Act. 
 ARTICLE V 

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 

5.01 Conditions of Effectiveness. This Agreement shall be effective upon satisfaction of the following conditions precedent in each
case in manner satisfactory to the Administrative Agent and each Lender: 
 (a) Loan Documents. Receipt by the Administrative Agent
of executed counterparts of this Agreement and the other Loan Documents, in each case, duly executed by the appropriate parties thereto. 

(b) Opinions of Counsel. Receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, in form, scope
and substance satisfactory to the Administrative Agent and the Lenders, and including, among other things, due authorization, execution, delivery of the Loan Documents, and the enforceability thereof and the attachment and perfection of security
interests relating thereto. 
 (c) Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following:

 (i) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the
appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date (or a
certification from the secretary or assistant secretary of such Loan Party that no changes have been made to such Organization Documents from those previously delivered to the Administrative Agent); 

(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible
Officers 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; and 
 (iii) such documents and certifications as the
Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation. 

(d) Personal Property Collateral. Receipt by the Administrative Agent of the following: 

(i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party and each other jurisdiction
deemed appropriate by the Administrative Agent; 

  
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 (ii) all certificates evidencing any certificated Equity Interests pledged to the
Administrative Agent pursuant to the Security Agreement or Pledge Agreement, together with undated stock powers duly executed in blank attached thereto; 

(iii) searches of ownership of, and Liens on, United States registered intellectual property of each Loan Party in the
appropriate governmental offices; and 
 (iv) duly executed notices of grant of security interest in the form required by the
Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property of the Loan Parties. 

(e) Evidence of Insurance. Receipt by the Administrative Agent of copies of insurance policies or certificates of insurance of the Loan
Parties evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, and including affirmative flood insurance coverage where appropriate. 

(f) Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the
Closing Date certifying that (A) the conditions specified in each of Section 5.02(a) and Section 5.02(b) have been satisfied as of the Closing Date and (B) there has been no event, change, occurrence, circumstance
or development since the date of the Audited Financial Statements that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 

(g) Fees. Receipt by the Administrative Agent, the Arrangers and the Lenders of any fees required to be paid on or before the Closing
Date. 
 (h) Attorney Costs. Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and
disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent), plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees,
charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 

Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance
with the conditions specified in this Section 5.01, 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. 

5.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan
Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: 

(a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan
Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. 

  
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 (b) No Default or Event of Default shall exist, or would result from such proposed Credit
Extension or from the application of the proceeds thereof. 
 (c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing
Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. 
 Each Request for Credit
Extension (other than a 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 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. 

ARTICLE VI 
 REPRESENTATIONS AND
WARRANTIES 
 The Loan Parties represent and warrant to the Administrative Agent and the Lenders that: 

6.01 Existence, Qualification and Power. The Borrower and each of its Subsidiaries (a) is duly organized or formed, validly
existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to
(i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good
standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that
failure to do so would not reasonably be expected to have a Material Adverse Effect. 
 6.02 Authorization; No Contravention. The
execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such
Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) 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 (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or
(c) violate any Law; except in each case referred to in clause (b), to the extent such breach, contravention or violation would not reasonably be expected to have a Material Adverse Effect. 

6.03 Governmental Authorization; Other Consents. 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 other than
(i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documents. 

  
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 6.04 Binding Effect. Each Loan Document has been duly executed and delivered by each Loan
Party that is party thereto. Each Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable against such Loan Party that is party thereto in accordance with its terms. 

6.05 Financial Statements; No Material Adverse Effect. 

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date
thereof, including liabilities for taxes, material commitments and Indebtedness. 
 (b) From the date of the Audited Financial Statements to
and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Borrower and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any
business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing
financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. 

(c) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP
(except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the financial condition, results of operations and cash flows as of the
dates thereof and for the periods covered thereby. 
 (d) Since the date of the Audited Financial Statements, there has been no event or
circumstance that has had or would reasonably be expected to have a Material Adverse Effect. 
 6.06 Litigation. Except as set forth
on Schedule 6.06 (none of which would reasonably be expected to have a Material Adverse Effect as of the Closing Date), there are no actions, suits, investigations, criminal prosecutions, civil investigative demands, imposition of criminal or
civil penalties, proceedings, claims or disputes pending or, to the knowledge of the Responsible Officers of any Loan Party, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its
Subsidiaries or against any of their properties, revenues, officers or other member of their management that (a) purport to affect or pertain to this Agreement or any other Loan Document or any of the transactions contemplated hereby or
(b) would reasonably be expected to have a Material Adverse Effect. 
 6.07 No Default. 

(a) Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation that would reasonably be
expected to have a Material Adverse Effect. 
 (b) No Default or Event of Default has occurred and is continuing. 

  
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 6.08 Ownership of Property; Liens. Each of the Borrower and its Subsidiaries has good
record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary in the ordinary conduct of its business, except for such defects in title as would not reasonably be expected to have a Material Adverse
Effect. The property of the Borrower and its Subsidiaries is not subject to any Liens other than Permitted Liens. 
 6.09 Environmental
Compliance. Except in each case as would not reasonably be expected to have a Material Adverse Effect: 
 (a) Each of the facilities and
real properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any
Environmental Law with respect to the Facilities or the businesses operated by the Borrower and its Subsidiaries at such time (the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could
give rise to liability under any applicable Environmental Laws. 
 (b) None of the Facilities contains, or has previously contained, any
Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. 

(c) Neither the Borrower nor any of its Subsidiaries has received any written or verbal notice of, or inquiry from any Governmental Authority
regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or any of the Businesses, nor does any
Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. 

(d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or
under any of the Facilities or any other location, in each case by or on behalf of the Borrower or any of its Subsidiaries in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental
Law. 
 (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of
any Loan Party, threatened, under any Environmental Law to which the Borrower or any of its Subsidiaries is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or
other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower, any Subsidiary, the Facilities or the Businesses. 

(f) There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the
operations (including, without limitation, disposal) of the Borrower or any of its Subsidiaries in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to
liability under Environmental Laws. 
 6.10 Insurance. The properties of the Borrower and its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in
localities where the Borrower or the applicable Subsidiary operates. 

  
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 6.11 Taxes. The Borrower and its Subsidiaries have filed all federal and state income tax
and all other material tax returns and reports required to be filed, and have paid all federal and state income taxes and all other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax
assessment against the Borrower or any of its Subsidiaries that would, if made, have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries is party to any tax sharing agreement. 

6.12 ERISA Compliance. 

(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other
Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under
Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code, or an application for such a letter is
currently being processed by the IRS. 
 (b) There are no pending or, to the knowledge of the Responsible Officers of the Loan Parties,
threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary
responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. 

(c) (i) No ERISA Event has occurred, and neither any Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that
could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each
Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined
in Section 430(d)(2) of the Internal Revenue Code) is 60% or higher and neither any Loan Party nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for
any such plan to drop below 60% as of the most recent valuation date; (iv) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which
have become due that are unpaid; (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by
the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. 

6.13 Subsidiaries. Set forth on Schedule 6.13 is a complete and accurate list as of the Closing Date of each Subsidiary,
together with (a) jurisdiction of incorporation or organization, (b) number of shares of each class of Equity Interests outstanding, and (c) percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower
or any of its Subsidiaries. The outstanding Equity Interests of each Subsidiary are validly issued, fully paid and, to the extent applicable, non-assessable. 

  
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 6.14 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 (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. 

(b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment
company” under the Investment Company Act of 1940. 
 6.15 Disclosure. Each Loan Party has disclosed to the Administrative Agent
and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that would reasonably be expected to result in a Material Adverse Effect. No
report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the
negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Loan Parties represent only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the time. 
 6.16 Compliance with Laws. Each of the
Borrower and its Subsidiaries is in compliance with the requirements of all Laws and all orders writs, injunctions and decrees applicable to it or its properties, except in such instances in which (x) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (y) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect. 

6.17 Intellectual Property; Licenses, Etc. 

(a) The Borrower and its Subsidiaries own, or possess the legal right to use all trademarks, service marks, trade names, copyrights, patents,
patent rights, franchises, licenses and other intellectual property rights (clauses (i) and (ii) are, collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses without
conflict with the rights of any other Person except, in the case of the IP Rights described in clause (ii), to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect. 

(b) Set forth on Schedule 6.17 is a list of all material IP Rights that the Borrower or any of its Subsidiaries owns which are
registered or pending registration, in each case together with the jurisdiction in which such IP Right is registered or pending registration. 

(c) Except for such claims and infringements that would not reasonably be expected to have a Material Adverse Effect, no claim has been
asserted and is pending by any Person challenging or questioning the use of any IP Rights or the validity or effectiveness of any IP Rights, and, to the 

  
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knowledge of the Responsible Officers of any Loan Party, the use of any IP Rights by the Borrower or any of its Subsidiaries, the granting of a right or a license in respect of any IP Rights from
the Borrower or any of its Subsidiaries or any slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any of its Subsidiaries does not
infringe on any rights of any other Person except where such infringement would not reasonably be expected to have a Material Adverse Effect. 

(d) As of the Closing Date, none of the IP Rights owned by the Borrower or any of its Subsidiaries is subject to any material licensing
agreement or similar arrangement except as set forth on Schedule 6.17. 
 6.18 Solvency. The Borrower and its Subsidiaries,
taken as a whole, are Solvent. 
 6.19 Perfection of Security Interests in the Collateral. The Collateral Documents create valid
security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are currently perfected security interests and Liens, prior to all other Liens other than Permitted Liens. More specifically,

 (a) Security Agreement. The Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the
holders of the Obligations, a legal, valid and enforceable security interest in the Collateral identified therein, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights
generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and, when UCC financing statements (or other appropriate notices) in appropriate form are duly filed at the locations identified in the
Security Agreement, the Security Agreement shall create a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral, in which a security interest may be perfected by the filing of
a UCC financing statement in each case prior and superior in right to any other Lien (other than Permitted Liens). 
 (b) Pledge
Agreement. The Pledge Agreement is effective to create in favor of the Collateral Agent, for the benefit of the holders of the Obligations, a legal, valid and enforceable security interest in the Collateral identified therein, except to the
extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and the Pledge
Agreement shall create a fully perfected Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Lien (i) with respect to any such
Collateral that is a “security” (as such term is defined in the UCC) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (ii) with respect
to any such Collateral that is a “security” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of
organization of the pledgor or when “control” (as such term is defined in the UCC) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision,
and (iii) with respect to any such Collateral that is not a “security” (as such term is defined in the UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of
organization of the pledgor. 

  
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 6.20 Business Locations; Taxpayer Identification Number. Set forth on Schedule
6.20-1 is a list of all real property located in the United States that is owned or leased by any Loan Party as of the Closing Date (identifying whether such real property is owned or leased and which Loan Party owns or leases such real
property). Set forth on Schedule 6.20-2 is the chief executive office, U.S. tax payer identification number and organizational identification number of each Loan Party as of the Closing Date. The exact legal name and state of organization of
each Loan Party as of the Closing Date is as set forth on the signature pages hereto. Except as set forth on Schedule 6.20-3, no Loan Party has during the five years preceding the Closing Date (i) changed its legal name,
(ii) changed its state of formation, or (iii) been party to a merger, consolidation or other change in structure. 
 6.21
Licensing and Accreditation. Except to the extent it would not reasonably be expected to have a Material Adverse Effect, each of the Borrower and its Subsidiaries and, to the knowledge of the Responsible Officers of any Loan Party, has, to
the extent applicable: (a) obtained (or been duly assigned) all required certifications, approvals or determinations as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or
operation of its businesses as currently operated, (b) obtained and maintains in good standing all required licenses, permits, authorizations, registrations and approvals of each Governmental Authority necessary to the conduct of its business,
including without limitation a license to provide the professional services provided by such Person; (c) to the extent prudent and customary in the industry in which it is engaged, obtained and maintains accreditation from all generally
recognized accrediting agencies; and (d) ensured that all such required licenses or restricted certifications and accreditations are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited. 

6.22 Labor Matters. 

(a) There are no collective bargaining agreements or Multiemployer Plans covering the employees of the Borrower or any Subsidiary as of the
Closing Date. 
 (b) Neither the Borrower nor any Subsidiary has suffered any strikes, walkouts, work stoppages or other material labor
difficulty in the five years preceding the Closing Date. 
 6.23 OFAC. Neither the Borrower, nor any of its Subsidiaries, or, to the
knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent affiliate or representative thereof is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or
resident in a country or territory that is the subject of Sanctions. 

  
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 ARTICLE VII 

AFFIRMATIVE COVENANTS 
 So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Loan Parties shall and shall cause each Subsidiary to: 

7.01 Financial Statements. Deliver to the Administrative Agent, in form and detail reasonably satisfactory to the Administrative Agent:

 (a) as soon as available, but in any event within ninety days after the end of each fiscal year or, if earlier, 15 days after the date
required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), commencing with the fiscal year ending December 31, 2015, consolidated financial statements for the Borrower and its Subsidiaries, including a
balance sheet as at the end of such fiscal year, and the related statements of income or operations, changes in cash flows and changes in shareholders’ equity (on a consolidated basis only) for such fiscal year, all in reasonable detail and
prepared in accordance with GAAP, and in the case of such consolidated statements, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the
Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception
as to the scope of such audit; and 
 (b) as soon as available, but in any event within, forty-five days after the end of each of the first
three fiscal quarters (or, if earlier, 5 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), commencing with the fiscal quarter ending March 31, 2015, consolidated financial
statements for the Borrower and its Subsidiaries, including a balance sheet as at the end of such fiscal quarter, and the related statements of income or operations, changes in cash flows and changes in shareholders’ equity (on a consolidated
basis only) for the fiscal quarter and portion of the fiscal year then ended, all in reasonable detail and in the case of such consolidated statements certified by the chief executive officer, chief financial officer, chief accounting officer,
treasurer or controller of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes. 
 As to any information contained in materials furnished pursuant to Section 7.02(d), the Borrower
shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses
(a) and (b) above at the times specified therein. 
 7.02 Certificates; Other Information. Deliver to the Administrative
Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent: 
 (a) concurrently with the delivery of the
financial statements referred to in Section 7.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was
obtained of any Event of Default under the financial covenants set forth herein or, if any such Event of Default shall exist, stating the nature and status of such event; 

(b) concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a duly completed
Compliance Certificate signed by the chief executive officer, chief financial officer, chief accounting officer, treasurer or controller of the Borrower; 

(c) not more than 60 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2015,
annual budget prepared by management of the Borrower, in form and detail reasonably satisfactory to the Administrative Agent, of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries
for the immediately following fiscal year (including the fiscal year in which the Maturity Date occurs); 

  
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 (d) promptly after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the equityholders of the Borrower or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any of its
Subsidiaries may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; 

(e) promptly after any request by the Administrative Agent, copies of any detailed audit reports, management letters or recommendations
submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiaries, or any audit of any of them; 

(f) promptly, and in any event within seven Business Days after receipt thereof by the Borrower or any of its Subsidiaries, copies of each
notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational
results of the Borrower or any of its Subsidiaries; and 
 (g) promptly, such additional information regarding the business, financial or
corporate affairs of the Borrower or any of its Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time reasonably request. 

Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.02(d) (to the extent any such documents
are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which such documents are posted, or a link provided thereto on the
Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on behalf of the Borrower on an Internet or intranet website, if any, to which the Administrative Agent
and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the paper copies of such documents shall be delivered to
the Administrative Agent on request, and delivery of such paper copies shall continue until written notice from the Administrative Agent that such deliveries may cease, and (ii) the Borrower shall notify the Administrative Agent (by telecopier
or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the
delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such documents. 
 The Loan Parties hereby acknowledge that (a) the
Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Loan Parties 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 with respect to the Borrower or its Subsidiaries and Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’
securities. The Loan Parties hereby agree that so long as any of the Loan Parties is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such
securities (w) all Borrower Materials that are to be made available to Public Lenders 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 

  
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Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials
as not containing any material non-public information with respect to the Loan Parties or their securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials
constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side
Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to 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 Loan Parties shall be under no obligation to mark any Borrower Materials “PUBLIC.” 

7.03 Notices. Promptly notify the Administrative Agent and each Lender of: 

(a) the occurrence of any Default or Event of Default; 

(b) any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect; 

(c) the occurrence of any ERISA Event, and 

(d) any material change in accounting policies or financial reporting practices by the Borrower or any of its Subsidiaries, including any
determination by the Borrower referred to in Section 2.10(b). 
 Each notice pursuant to this Section 7.03 shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to
Section 7.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. 

7.04 Payment of Taxes. Pay and discharge as the same shall become due and payable all tax liabilities, assessments and governmental
charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such
Subsidiary. 
 7.05 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 except in
a transaction permitted by Section 8.04 or 8.05. 
 (b) Preserve, renew and maintain in full force and effect its good
standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 8.04 or 8.05 except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse
Effect. 
 (c) Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the
normal conduct of its business, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect. 

  
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 (d) Preserve or renew all of its IP Rights, the non-preservation of which would reasonably be
expected to have a Material Adverse Effect. 
 7.06 Maintenance of Properties. 

(a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working
order and condition, ordinary wear and tear excepted. 
 (b) Make all necessary repairs thereto and renewals and replacements thereof,
except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. 
 (c) Use the standard of care
typical in the industry in the operation and maintenance of its facilities. 
 7.07 Maintenance of Insurance. 

(a) Maintain in full force and effect insurance with financially sound and reputable insurance companies not Affiliates of the Borrower, in
such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates. 

(b) Cause the Administrative Agent to be named as lender’s loss payee or mortgagee, its successors and/or assigns, as its interest may
appear, and/or additional insured with respect to any such insurance providing liability coverage or coverage in respect of any Collateral, and cause each provider of any such insurance to agree, by endorsement upon the policy or policies issued by
it or by independent instruments furnished to the Administrative Agent, that it will give the Administrative Agent thirty days (or such lesser amount as the Administrative Agent may agree) prior written notice before any such policy or policies
shall be altered or canceled. 
 7.08 Compliance with Laws. Except to the extent the failure to do so would not reasonably be
expected to have a Material Adverse Effect, comply with all Laws and all restrictions and requirements imposed by any Governmental Authority; and obtain and maintain all licenses, permits, certifications, registrations and approvals of all
applicable Governmental Authorities as are required for the conduct of its business as currently conducted and herein contemplated. 
 7.09
Books and Records. 
 (a) Maintain proper books of record and account with entries that are full, true and correct in all material
respects in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Loan Parties and their Subsidiaries, as the case may be. 

(b) Maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having
regulatory jurisdiction over the Loan Parties and their Subsidiaries, as the case may be. 

  
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 7.10 Inspection Rights. Permit representatives and independent contractors of the
Administrative Agent and the Lenders 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, all at the 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 (i) absent an Event of Default, the Borrower shall be required to pay for only one such visit and/or inspection by the Administrative Agent in any fiscal year and (ii) when an Event of Default exists the
Administrative Agent and the Lenders (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. Each Lender
shall be permitted to have representatives or independent contractors of such Lender accompany the Administrative Agent on any visit described in this clause at the sole cost of such Lender. 

7.11 Use of Proceeds. Use the proceeds of the Credit Extensions (a) to refinance existing Indebtedness; and (b) for working
capital, capital expenditures, share repurchases, Permitted Acquisitions and other general corporate purposes in each case not in contravention of any Law or of any Loan Document. 

7.12 Additional Subsidiaries. 

(a) Notice. The Borrower and/or the Borrower will give prompt notice of the formation or acquisition of any Subsidiary. The notice will
include information on the jurisdiction of organization, the number and class of Equity Interests outstanding and ownership thereof (including options, warrants, rights or conversion or purchase relating thereto) and other information as the
Administrative Agent may request. 
 (b) Domestic Subsidiaries. Domestic Subsidiaries of the Loan Parties will be joined as a
Guarantor hereunder within ninety (90) days of the formation or acquisition by execution and delivery of a Guarantor Joinder Agreement, or guaranty agreement or other arrangement reasonably acceptable to the Administrative Agent, and such other
documentation as the Administrative Agent may reasonably require, together with copies of resolutions, Organization Documents and favorable legal opinions, in form and substance reasonably acceptable to the Administrative Agent. 

7.13 Pledged Assets. 
 (a)
Equity Interests. Pledge or cause to be pledged (i) 100% of the Equity Interests in the Borrower, (ii) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary and (iii) 65% (or such greater percentage
that, due to a change in an applicable Law after the date hereof, (A) would not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a
deemed dividend to such Foreign Subsidiary’s United States parent and (B) would not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning
of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg.
Section 1.956-2(c)(2)) in each Material First Tier Foreign Subsidiary directly owned by any Loan Party in each case to be subject at all times to a first priority, perfected Lien in favor of the
Administrative Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to the Collateral Documents (subject only to Permitted Liens, if any), and, in connection with the foregoing, deliver (or cause to be
delivered) to the 

  
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Administrative Agent joinder agreements and such other documentation as the Administrative Agent may request, including, any filings and deliveries to perfect such Liens (including, among other
things, undated transfer powers executed in blank where appropriate), Organization Documents, resolutions and favorable opinions of counsel all in form, content and scope reasonably satisfactory to the Administrative Agent. Such pledged interests
and deliveries in connection therewith will be provided promptly, but in the case of Equity Interests in Subsidiaries formed or acquired after the Closing Date, in any event within ninety (90) days of formation or acquisition in the case of
Domestic Subsidiaries and ninety days of formation, acquisition or otherwise becoming a Material First Tier Foreign Subsidiary in the case of Foreign Subsidiaries. 

(b) Other Personal Property. Cause all personal property (other than Excluded Property) of each Loan Party to be subject at all times
to first priority (subject to Permitted Liens), perfected Liens in favor of the Administrative Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to the Collateral Documents (subject to Permitted Liens) and,
in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including filings and deliveries necessary to perfect such Liens, Organization Documents, resolutions
and favorable opinions of counsel to such Person, all in form, content and scope reasonably satisfactory to the Administrative Agent. Such liens in personal property and deliveries in connection therewith will be provided promptly, but in the case
of Subsidiaries formed or acquired after the Closing Date, in any event within with thirty days of formation or acquisition. 
 7.14
Sanctions. The Borrower will not, directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise provide such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund
activities of or business with any individual or entity in a Designated Jurisdiction that, at the time of funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity participating in the
transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swingline Lender or otherwise, of Sanctions. 
 ARTICLE VIII 

NEGATIVE COVENANTS 
 So long as any Lender shall
have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly: 

8.01 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: 
 (a) Liens securing the Loan Obligations hereunder, including cash collateral and other
Adequate Assurance pledged to the L/C Issuer and the Swing Line Lender to secure obligations of Defaulting Lender; 
 (b) Liens in favor of
a Lender or any of its Affiliates pursuant to a Swap Contract or Treasury Management Agreement, but only to the extent that (i) the obligations under such Swap Contract or Treasury Management Agreement are permitted under
Section 8.03, (ii) such Liens are on the same collateral that secures the Loan Obligations and (iii) the obligations under such Swap Contract or Treasury Management Agreement and the Loan Obligations share pari passu
(subject to Section 9.03) in the collateral that is the subject of such Liens; 

  
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 (c) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or
extensions thereof, provided that the property covered thereby is not increased; 
 (d) Liens (other than Liens imposed under ERISA)
for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the
applicable Person in accordance with GAAP; 
 (e) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen
and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than ninety days or, if
overdue for more than ninety days, are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; 

(f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other
social security legislation, other than any Lien imposed by ERISA; 
 (g) deposits to secure the performance of bids, trade contracts,
licenses and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 

(h) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial
in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; 

(i) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event
of Default under Section 9.01(h); 
 (j) Liens securing Indebtedness permitted under Section 8.03(e);
provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with or within one hundred eighty days after the
acquisition thereof; 
 (k) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the
business of the Borrower or any Subsidiary; 
 (l) any interest of title of a lessor under, and Liens arising from UCC financing statements
(or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; 
 (m) Liens
deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02; 
 (n) normal and
customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; 
 (o) Liens of a collection bank
arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; 

  
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 (p) Liens arising on any real property as a result of any eminent domain, condemnation or similar
proceeding being commenced with respect to such real property; 
 (q) Liens on insurance policies and the proceeds thereof securing the
financing of the premiums with respect thereto; and 
 (r) other Liens securing liabilities (other than Indebtedness) in an amount not to
exceed $5 million in the aggregate at any time outstanding. 
 8.02 Investments. Make any Investments, except: 

(a) Investments in the form of cash or Cash Equivalents; 

(b) Investments existing as of the Closing Date and set forth in Schedule 8.02 (including investments in Foreign Subsidiaries), and
extensions and renewals thereof; 
 (c) Investments in any Person that is a Domestic Loan Party, provided that in the case of a loan or
advance from a Foreign Subsidiary such loan or advance shall be subordinated prior to the Loan Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent; 

(d) Investments by the Borrower and its Domestic Subsidiaries in Foreign Subsidiaries after the Closing Date in an aggregate amount not to
exceed $20 million in any twelve-month period or $50 million from the Closing Date; 
 (e) Investments by Foreign Subsidiaries in other
Foreign Subsidiaries; 
 (f) 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 to the extent reasonably necessary in order to prevent or limit
loss; 
 (g) Guarantees permitted by Section 8.03; 

(h) Permitted Acquisitions; 

(i) loans and advances to employees of the Borrower or any Subsidiary for reimbursable expenses in the ordinary course of business not to
exceed $5 million in the aggregate at any time outstanding; 
 (j) Investments consisting of the non-cash portion of consideration received
in connection with Dispositions permitted pursuant to Section 8.05; 
 (k) Investments consisting of (i) Swap Contracts
permitted by Section 8.03(d) and (ii) Permitted Bond Hedge Transactions and Permitted Warrant Transactions entered into in connection with Permitted Convertible Indebtedness; 

(l) to the extent constituting Investments, the issuance of Letters of Credit for the account of Subsidiaries; and 

(m) Investments of a nature not contemplated in the foregoing clauses in an amount not to exceed $25 million in the aggregate at any time
outstanding. 

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

(a) Indebtedness under the Loan Documents; 

(b) Indebtedness set forth in Schedule 8.03 and renewals, refinancings and extensions thereof; provided that (i) the amount
of such Indebtedness is not increased at the time of such renewal, refinancing or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such
refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the material terms taken as a whole of such renewal, refinancing or extension are not materially less favorable to the Loan Parties and their
Subsidiaries than the terms of the Indebtedness being renewed, refinanced or extended; 
 (c) intercompany Indebtedness permitted under
Section 8.02; 
 (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that
(i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably
anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; 

(e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred to finance the
purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $10 million at any one time outstanding; and
(ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; 
 (f) contingent liabilities
relating to customary indemnification obligations in favor of sellers and purchasers in respect of Acquisitions and Dispositions permitted hereunder; 

(g) deferred purchase price obligations (including earn-out payments) in respect of Permitted Acquisitions; 

(h) Indebtedness acquired or assumed in connection with an Acquisition permitted hereunder, provided that (i) the Indebtedness was not
was not incurred in connection with or in anticipation of such Acquisition, and (ii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis; 

(i) unsecured Permitted Convertible Indebtedness in an original (or notional) aggregate principal amount not to exceed $250 million, and
Permitted Bond Hedge Transactions and Permitted Warrant Transactions relating thereto; provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, and
(ii) the Borrower shall deliver a certificate from a Responsible Officer in form and detail reasonably satisfactory to the Administrative Agent confirming the foregoing and demonstrating compliance with the financial covenants after giving
effect thereto on a Pro Forma Basis; 
 (j) unsecured Indebtedness for borrowed money of the Borrower in an aggregate principal amount not
to exceed $150 million, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (ii) the Borrower 

  
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 shall deliver a certificate from a Responsible Officer in form and detail reasonably satisfactory to the
Administrative Agent confirming the foregoing and demonstrating compliance with the financial covenants after giving effect thereto on a Pro Forma Basis, and (iii) the covenants, terms and conditions of such Indebtedness shall not be more
restrictive, in any material respect, than the covenants, terms and conditions hereunder; 
 (k) Guarantees with respect to Indebtedness
permitted under this Section 8.03; 
 (l) Indebtedness which may be deemed to exist pursuant to any performance, surety,
statutory, appeal bonds or similar obligations incurred in the ordinary course of business; 
 (m) Indebtedness arising from the honoring by
a bank or other financial institution of a check, draft or similar instrument, in each case, drawn against insufficient funds in the ordinary course of business, provided, that such Indebtedness is extinguished within 5 Business Days of its
incurrence; 
 (n) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with financing of
insurance premiums; provided that the total of all such Indebtedness shall not exceed the aggregate amount of such unpaid insurance premiums; 

(o) other Indebtedness not specified above, provided, that the principal amount of such Indebtedness does not exceed $10 million in
the aggregate at any time outstanding. 
 8.04 Fundamental Changes. Merge, dissolve, liquidate or consolidate with or into another
Person, except that so long as no Event of Default exists or would result therefrom, (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that the Borrower is the continuing or surviving Person, (b) any
Subsidiary may merge or consolidate with any other Subsidiary provided that if a Loan Party is a party to such transaction, the continuing or surviving Person is a Loan Party, (c) subject to clause (a) above, the Borrower or any Subsidiary
may merge with any other Person in connection with a Permitted Acquisition provided that if the Borrower is a party thereto then the Borrower is the continuing or surviving Person and (d) any Subsidiary may dissolve, liquidate or wind up its
affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. 

8.05 Dispositions. Make any Disposition unless (i) at least 75% of the consideration paid in connection therewith shall be cash or
Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback
Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, (iv) such transaction does not involve a sale or other
disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, (v) no Default or Event of Default shall exist
immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units
generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated
EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units
generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall 

  
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have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and
demonstrating compliance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to
Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basis. 
 8.06 Restricted
Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: 

(a) each Subsidiary may declare and make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to
their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; 
 (b) the Borrower and
its Subsidiaries may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person; and 

(c) the Borrower may make payments required under and in respect of the Permitted Convertible Indebtedness, and Permitted Bond Hedge
Transactions and Permitted Warrant Transactions relating thereto; and 
 (d) the Borrower may declare and make other Restricted Payments;
provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (ii) the Borrower shall deliver a certificate from a Responsible Officer in form and
detail reasonably satisfactory to the Administrative Agent confirming the foregoing and demonstrating compliance with the financial covenants after giving effect thereto on a Pro Forma Basis; and (iii) if the Consolidated Leverage Ratio
(calculated on a Pro Forma Basis after giving effect to such Restricted Payment) is greater than 3.00 to 1.0, no such Restricted Payment shall be made to the extent that the aggregate amount of all Restricted Payments made pursuant to this
Section 8.06(d) exceeds the sum of (A) $50,000,000 plus (B) 50% of cumulative Consolidated Net Income from the Closing Date, plus (C) 50% of the Net Cash Proceeds from Equity Issuances after the Closing Date.

 Notwithstanding anything to the contrary above or elsewhere contained herein, the entry into (including any payments of premiums in connection
therewith), performance of obligations under (including any payments of interest), and conversion, exercise, repurchase, redemption, settlement or early termination or cancellation of (whether in whole or in part and including by netting or set-off)
(in each case, whether in cash, common or other securities or property), any Permitted Convertible Indebtedness, any Permitted Bond Hedge Transactions and any Permitted Warrant Transactions are not prohibited, limited or constrained hereunder. 

8.07 Change in Nature of Business. Engage in any material line of business substantially different from those lines of business
conducted by the Borrower and its Subsidiaries on the Closing Date or any business substantially related or incidental thereto. 
 8.08
Transactions with Affiliates and Insiders; Management Fees. 
 Enter into or permit to exist any transaction or series of transactions
with any officer, director or Affiliate of such Person other than (i) intercompany transactions among Loan Parties expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or
Section 8.06, (ii) normal and reasonable 

  
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compensation and reimbursement of expenses of officers and directors, and (iii) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the
ordinary course of such Person’s business on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an
officer, director or Affiliate. 
 8.09 Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that
(a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party,
(iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan
Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other
Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in
connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or
(4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale, or (b) requires the grant of any security for any
obligation if such property is given as security for the Obligations. 
 8.10 Use of Proceeds. Use the proceeds of any Credit
Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or
carrying margin stock or to refund indebtedness originally incurred for such purpose. 
 8.11 Financial Covenants. 

(a) Consolidated Interest Coverage Ratio. As of the end of each fiscal quarter, the Consolidated Interest Coverage Ratio will be not
less than 3.50:1.0. 
 (b) Consolidated Leverage Ratio. As of the end of each fiscal quarter, the Consolidated Leverage Ratio will be
not greater than: 
  

									
	 	  	Fiscal Quarters
	Fiscal Years	  	March 31	  	June 30	  	September 30	  	December 31
	 2015
	  	3.50:1.0	  	3.50:1.0	  	3.50:1.0	  	3.50:1.0
	 2016
	  	3.50:1.0	  	3.25:1.0	  	3.25:1.0	  	3.25:1.0
	 2017 and thereafter
	  	3.50:1.0	  	3.25:1.0	  	3.25:1.0	  	3.25:1.0

 8.12 Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity. 

(a) Amend, modify or change its Organization Documents in a manner materially adverse to the Lenders. 

  
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 (b) Change its fiscal year. 

(c) Without providing ten (10) days prior written notice to the Administrative Agent, change its name, state of formation or form of
organization. 
 8.13 Ownership of Subsidiaries. Notwithstanding any other provisions of this Agreement to the contrary,
(a) permit any Person (other than the Borrower or any Wholly Owned Subsidiary) to own any Equity Interests of any Subsidiary, except to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with
respect to the ownership of Equity Interests of Foreign Subsidiaries, or (b) permit any Subsidiary to issue or have outstanding any shares of preferred Equity Interests. 

ARTICLE IX 
 EVENTS OF DEFAULT AND
REMEDIES 
 9.01 Events of Default. Any of the following shall constitute an Event of Default: 

(a) Non-Payment. The failure by any Loan Party to pay (i) when and as required to be paid herein, any amount of principal of any
Loan or any L/C Obligation, or (ii) within five days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable
hereunder or under any other Loan Document; or 
 (b) Specific Covenants. 

(i) Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.01 or
7.02 and such failure continues for fifteen days; or 
 (ii) Any Loan Party fails to perform or observe any term,
covenant or agreement contained in any of Section 7.03(a), 7.05(a), 7.10 or 7.11 or Article VIII; or 

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or
(b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty days; 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 Document, or in any document delivered in connection herewith or
therewith shall be false or misleading in any material respect when made or deemed made; or 
 (e) Cross-Default. (i) The
Borrower or any of its Subsidiaries fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Indebtedness; (ii) the Borrower or any of its
Subsidiaries fails to observe or perform any other agreement or condition relating to any Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which
default or other event is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice 

  
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if required, such Material Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay,
defease or redeem such Material Indebtedness to be made, prior to its stated maturity; (iii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under
such Swap Contract as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any of its
Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than $15,000,000; or (iv) there occurs under any Permitted Bond Hedge
Transactions or Permitted Warrant Transactions an Early Termination Date (as defined therein) resulting from any event of default thereunder as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined therein) and the
termination value owed by the Borrower or such Subsidiary as a result thereof, taken together, is greater than $15,000,000; or 
 (f)
Insolvency Proceedings, Etc. The Borrower or any of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to
the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or
similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty 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 sixty calendar days, or an order for relief is entered in any such proceeding; or 

(g) Inability to Pay Debts; Attachment. (i) The Borrower or any of its Subsidiaries becomes unable or admits in writing its
inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not
released, vacated or fully bonded within thirty days after its issue or levy; or 
 (h) Judgments. There is entered against the
Borrower or any of its Subsidiaries (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding $15,000,000 (to the extent not covered by independent third-party
insurance as to which the insurer has been notified of the claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or would reasonably be expected to have a Material Adverse Effect and, in either
case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of ten consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise,
is not in effect; or 
 (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has
resulted or would reasonably be expected to result in liability of one or more Loan Parties under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $15,000,000, or (ii) one or more
Loan Parties 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 in excess of $15,000,000; or 
 (j) Invalidity of Loan Documents. Any Loan Document, at any time after its execution
and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Loan Obligations, ceases to be in full force and effect or ceases to give the


  
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effect to any material part of the Liens purposed to be created thereby; or any Loan Party contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies
that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or 

(k) Change of Control. There occurs any Change of Control. 

9.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request
of, or may, with the consent of, the Required Lenders, 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 Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; 

(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; 

(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and 

(d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under
the Loan Documents or applicable Law or at equity; 
 provided, however, that upon the occurrence of an actual or deemed entry of an order for
relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer 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. 
 9.03 Application of Funds. After the
exercise of remedies provided for in Section 9.02 (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 9.02), any amounts received on account of the Obligations, subject to the provisions of Sections 2.14 and 2.15, shall be applied by the Administrative Agent in the following order: 

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts
(including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent, and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent in their capacity as such; 

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than
principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among
them in proportion to the respective amounts described in this clause Second payable to them; 

  
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 Third, to payment of that portion of the Obligations constituting accrued
and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between the Borrower or any of its Subsidiaries and any
Person that was a Lender or Affiliate of a Lender at the time such Swap Contract was entered into to the extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such Swap Contracts,
Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; 

Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C
Borrowings, (b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between the Borrower or any of its Subsidiaries and any Person that was a Lender or Affiliate of a Lender at the
time such Swap Contract was entered into to the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any Treasury Management Agreement between the Borrower or any of its Subsidiaries and any
Lender or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to
Sections 2.03 and 2.14, ratably among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause
Fourth held by them; and 
 Last, the balance, if any, after all of the Obligations have been indefeasibly paid
in full, to the Borrower or as otherwise required by Law. 
 Subject to Section 2.03(c) and 2.14, amounts used to Cash Collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause Fourth 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. Excluded Swap Obligations with respect to any Guarantor shall not be paid with the amounts received from
such Guarantor or its assets but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. 

ARTICLE X 
 ADMINISTRATIVE AGENT
AND COLLATERAL AGENT 
 10.01 Appointment and Authorization of Administrative Agent and Collateral Agent. 

(a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent
hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such
actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a
third party beneficiary of any of such provisions. 

  
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 (b) Each of the Lenders hereby irrevocably appoints, designates and authorizes the Collateral
Agent to take such action on its behalf under the provisions of this Agreement and each Collateral Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any Collateral
Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any Collateral Document, the Collateral Agent shall not have any duties or responsibilities,
except those expressly set forth herein or therein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any Collateral Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the Collateral
Documents with reference to 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. The Collateral Agent shall act on behalf of the Lenders with respect to any Collateral and the Collateral Documents, and the Collateral
Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent under the Loan Documents with respect to any acts taken or omissions suffered by the Collateral Agent in connection with any Collateral or the
Collateral Documents as fully as if the term “Administrative Agent” as used in such Loan Documents included the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral
Documents with respect to the Collateral Agent. 
 10.02 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, own securities of, 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. 

10.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein
and in the other Loan Documents, and its duties hereunder shall be administrative in nature. 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 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 expose the Administrative Agent to liability or that is contrary
to any Loan Document or applicable law; and 

  
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 (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. 
 The Administrative Agent 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 11.01 and
9.02) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative
Agent by a Loan Party, a Lender or the L/C Issuer. 
 The Administrative Agent shall not be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty or representation made in or in connection with 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 V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

10.04 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 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 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 of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative
Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of
such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts. 
 10.05 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
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. 

  
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 10.06 Resignation of Administrative Agent. The Administrative Agent may at any time give
notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, 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 Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above;
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 Issuer 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 Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for
above in this Section. 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). 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 and Section 11.04 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. 

Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as Collateral Agent,
L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring Collateral Agent, L/C Issuer and Swing Line Lender, (ii) the retiring Collateral Agent, L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan
Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to
effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. 
 10.07 Non-Reliance on
Administrative Agent and Other Lenders. Each Lender and the 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 the L/C Issuer also acknowledges that it will, independently and without


  
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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. 

10.08 No Other Duties. Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents,
documentation agents or co-agents 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, Collateral Agent, a Lender or the L/C
Issuer hereunder. 
 10.09 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 Obligations arising under the Loan Documents 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 Issuer and the Administrative Agent (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the
Administrative Agent under Sections 2.03(i) and (j), 2.09 and 11.04) 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 the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, 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 and 11.04.

 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 the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer or to authorize the Administrative Agent to vote in respect of the claim of any
Lender or the L/C Issuer in any such proceeding. 
 10.10 Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably
authorize the Administrative Agent and the Collateral Agent, at its option and in its discretion: 
 (a) to release any Lien on any property
granted to or held under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations under the Loan 

  
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Documents (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory
to the Administrative Agent and the L/C Issuer shall have been made), (ii) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any Recovery Event, or
(iii) is approved in accordance with Section 11.01; 
 (b) to subordinate any Lien on any property granted to or held under
any Loan Document to the holder of any Lien on such property that is permitted by Section 8.01(j); and 
 (c) to release any
Guarantor from its obligations under the Guaranty provided hereunder if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. 

Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the authority of
the Collateral Agent to release or subordinate its interest in particular types or items of property, and of the Administrative Agent to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.10. 

10.11 Appointment of Borrower. Each of the Loan Parties hereby appoints the Borrower to act as its agent for all purposes of this
Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower may execute such documents and provide such authorizations on behalf of such Loan Parties
as the Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the
Administrative Agent, L/C Issuer or a Lender to the Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization,
instrument or agreement executed by the Borrower on behalf of each of the Loan Parties. 
 ARTICLE XI 

MISCELLANEOUS 
 11.01
Amendments, Etc. Except as expressly provided hereinbelow, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall
be effective unless in writing signed by the Required Lenders (or by the Administrative Agent on behalf of the Required Lenders upon receipt of a consent and direction letter from the Required Lenders) and the Borrower or the applicable Loan Party,
as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that: 

(a) no such amendment, waiver or consent (however characterized) shall effective without the written consent of each Lender directly affected
thereby (whose consent shall be sufficient therefor without the consent of the Required Lenders) to: 
 (i) extend or
increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in
Section 5.02, or of any Default or Event of Default, or a mandatory reduction in Commitments shall not be considered an extension or increase in Commitments for purposes hereof); 

  
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 (ii) postpone any date fixed by this Agreement or any other Loan Document for any
payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled reduction of Commitments hereunder or under any other Loan Document without the written consent of each
Lender entitled to receive such payment or whose Commitments are to be reduced; 
 (iii) reduce the principal of, or the rate
of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (i) of the final proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written
consent of each Lender entitled to receive such amount; provided, however, that only the consent of the Required Lenders shall be necessary to (A) amend the definition of “Default Rate” or waive any obligation of the
Borrower to pay interest or Letter of Credit Fees at the Default Rate or (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan
or L/C Borrowing or to reduce any fee payable hereunder; 
 (iv) change any provision of this Section 11.01 or
the definition of “Required Lenders” without the written consent of each Lender directly affected thereby; 
 (v)
release all or substantially all of the Collateral without the written consent of each Lender whose Obligations are secured by such Collateral; or 

(vi) release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under
Section 8.04 or Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender whose Obligations are guarantied thereby, except to the extent such release is permitted pursuant
to Section 10.10 (in which case such release may be made by the Administrative Agent acting alone); 
 (b) unless also signed by
the L/C Issuer, no amendment, waiver or consent shall affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; 

(c) unless also signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing Line Lender
under this Agreement; or 
 (d) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or
duties of the Administrative Agent under this Agreement or any other Loan Document; 
 provided, however, that notwithstanding anything to the
contrary herein, (i) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder (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
(A) the Commitment of such Lender may not be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all 

  
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Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (iii) each
Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the
unanimous consent provisions set forth herein and (iv) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be
binding on all of the Lenders. 
 Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the
Required Lenders, the Administrative Agent and the Loan Parties (i) to add one or more additional revolving credit or term loan facilities to this Agreement and to permit the extensions of credit and all related obligations and liabilities
arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from
time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such
additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder. 

11.02 Notices; Effectiveness; Electronic Communications. 

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier 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: 

(i) if to any Loan Party, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, telecopier number,
electronic mail address or telephone number specified for such Person on Schedule 11.02; and 
 (ii) if to any other
Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative
Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower). 

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 telecopier 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 subsection (b) below, shall be effective as provided in such subsection (b). 

(b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer 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 the L/C Issuer pursuant to Article II 

  
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if such Lender or the 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 its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to
particular notices or communications. 
 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 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. 
 (c) 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 any Loan Party, any Lender, the 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 or the Administrative
Agent’s transmission of 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 nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Loan Party, any Lender, the L/C Issuer or any other Person for indirect,
special, incidental, consequential or punitive damages (as opposed to direct or actual damages). 
 (d) Change of Address, Etc. Each
Loan Party, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change
its address, telecopier or telephone number for notices and other communications hereunder by notice to each Loan Party, the Administrative Agent, the L/C Issuer and the Swing Line Lender. 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, telecopier number and electronic 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 Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its
securities for purposes of United States Federal or state securities laws. 

  
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 (e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent,
the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a
manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall
indemnify the Administrative Agent, the 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 a
Loan Party. 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. 

11.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the 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 shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan
Document (including the imposition of the Default Rate) 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 9.02 for the benefit of all the Lenders and the L/C Issuer;
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) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and
under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (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; and 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 9.02 and (ii) in addition to the matters set forth in clauses (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. 

11.04 Expenses; Indemnity; and Damage Waiver. 

(a) Costs and Expenses. The Loan Parties shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) in connection with the
syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or
thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer
in connection with 

  
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the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the
Administrative Agent, any Lender or the L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit. 
 (b) Indemnification by the Loan Parties. The Loan Parties shall
indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time
charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Loan Party arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the
transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters
addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the 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), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any
Subsidiary, or any Environmental Liability related in any way to the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment
in its favor on such claim as determined by a court of competent jurisdiction. 
 (c) Reimbursement by Lenders. To the extent that
the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any
of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer 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 Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity.
The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d). 

  
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 (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable
law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No
Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such
Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. 
 (e) Payments. All amounts due
under this Section shall be payable not later than ten Business Days after demand therefor. 
 (f) Survival. The agreements in this
Section shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

 11.05 Payments Set Aside. To the extent that any payment by or on behalf of any Loan Party is made to the Administrative Agent,
the L/C Issuer or any Lender, or the Administrative Agent, the 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, the 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 the 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 Issuer under clause
(b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement. 
 11.06
Successors and Assigns. 
 (a) Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents
shall be binding upon and inure to the benefit of the parties hereto and thereto 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 thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of
subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of
subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). 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, 

  
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Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C
Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b) Assignments by
Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for
purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions: 

(i) Minimum Amounts. 

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the related
Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the 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 or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5 million in the case of an assignment of
a Revolving Commitment (and the related Revolving Loans thereunder) and $5 million in the case of an assignment of the Term Loan unless (x) the Revolving Commitment (and the related Revolving Loans thereunder) or the Term Loan subject to such
assignment is the full amount of the assignor’s Revolving Commitment (and the related Revolving Loans thereunder) or Term Loan, as applicable, or (y) each of the Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an
Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met. 

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of
Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Revolving Commitment (and the related Revolving Loans thereunder) and its outstanding Term Loan on a non-pro rata basis;


  
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 (iii) Required Consents. No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in addition: 
 (A) the consent of the Borrower
(such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an
Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;

 (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required
for assignments in respect of (1) any Term Loan Commitment or Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the Commitment subject to such assignment, an Affiliate of such Lender or
an Approved Fund with respect to such Lender and (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and 

(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any
assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and 

(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any
assignment in respect of Revolving Loans and Revolving Commitments. 
 (iv) Assignment and Assumption. The parties to
each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its
sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 

(v) No Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the
Borrower’s Affiliates or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B) or (C) a
natural person. 
 (vi) Certain Additional Payments. In connection with any assignment of rights and obligations of
any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in
an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the
Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and
satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and
participations in Letters of Credit 

  
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and Swing Line Loans in accordance with its Revolving Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender
hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance
occurs. 
 Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the
effective date specified in each Assignment and Assumption, the 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 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 and 11.04 with
respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, 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 subsection 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 subsection (d) of this
Section. 
 (c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being
solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and
principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent
and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall
maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender, The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time
to time upon reasonable prior notice. 
 (d) Participations. Any Lender may at any time, without the consent of, or notice to, the
Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (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 and/or Swing Line Loans) 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 Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso of Section 11.01 that affects such Participant.
Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to subsection 

  
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(b) of this Section. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such
Participant agrees to be subject to Section 2.13 as though it were a Lender. 
 (e) Limitations on Participant Rights. A
Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale
of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower
is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender. 

(f) Certain Pledges. Any Lender may 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; 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. 
 (g) Resignation as L/C
Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Bank of
America may, (i) upon thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer
or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder (subject to such Lender’s consent); provided, however, that no failure by the Borrower to
appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C
Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund
risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans
made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the
appointment of a successor L/C Issuer and/or Swing Line Lender, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and
(2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the
obligations of Bank of America with respect to such Letters of Credit. 
 11.07 Treatment of Certain Information; Confidentiality.
Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’
respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other 

  
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party hereto, (e) 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 rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to a Loan Party and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or
(y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. 

For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to
the Borrower or any Subsidiary or any of their respective businesses, other than (x) any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower
or any Subsidiary and (y) any such information received from the Borrower or any Subsidiary after the date hereof which is clearly identified at the time of delivery as nonconfidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own
confidential information. 
 Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may
include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material
non-public information in accordance with applicable Law, including United States federal and state securities Laws. 
 11.08
Set-off. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, 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, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any
such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective
of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured or are owed to a branch or office of such
Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; 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 2.15 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 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. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C
Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not
affect the validity of such setoff and application. Notwithstanding the provisions of 

  
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this Section 11.08, if at any time any Lender, the L/C Issuer or any of their respective Affiliates maintains one or more deposit accounts for the Borrower or any other Loan Party
into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein. 
 11.09
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 the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds
such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or 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. 
 11.10 Counterparts; Integration;
Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This
Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
Except as provided in Section 5.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together,
bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of
this Agreement. 
 11.11 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. 

11.12 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. 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 11.12, 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, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent
not so limited. 

  
 110 








 11.13 Replacement of Lenders. If (i) any Lender requests compensation under
Section 3.04, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) a Lender (a “Non-Consenting
Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all
Lenders or all Lenders directly affected thereby (as applicable) or (iv) any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights and obligations under this Agreement and the related Loan
Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: 

(a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b), unless waived by
the Administrative Agent in its discretion; 
 (b) such Lender shall have received payment of an amount equal to 100% of the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); 
 (c) 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 thereafter; 

(d) such assignment does not conflict with applicable Laws; and 

(e) in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver,
discharge or termination with respect to any Loan Document, the applicable assignee consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an
Assignment and Assumption shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing
Line Loans pursuant to this Section 11.13 shall nevertheless be effective without the execution by such Non-Consenting Lender of an Assignment and Assumption. 

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 
 11.14 Governing Law;
Jurisdiction; Etc. 
 (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF ILLINOIS. 

  
 111 








 (b) SUBMISSION TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS,
FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS SITTING IN COOK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF SUCH STATE, AND ANY APPELLATE COURT FROM ANY THEREOF, IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF
ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH ILLINOIS STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT,
ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

(c) WAIVER OF VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

11.15 Waiver of Jury Trial. 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. 

  
 112 








 11.16 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 of the Loan Parties 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 and the Arrangers, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the
Loan Parties 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 and the Arrangers each is and
has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or
any other Person and (B) none of the Administrative Agent or the Arrangers 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 and the Arrangers 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 none of the Administrative Agent or the Arrangers has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan
Parties hereby waives and releases any claims that it may have against the Administrative Agent and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated
hereby. 
 11.17 Electronic Execution of Assignments and Certain Other Documents. The words “execute,”
“execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment
and Assumptions, amendments or other modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic
platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Illinois Electronic Commerce Security Act, or any
other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary neither the Administrative Agent, the L/C Issuer nor any Lender is under any obligation to
agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent, the L/C Issuer or such Lender pursuant to procedures approved by it and provided further without limiting the foregoing, upon
the request of any party, any electronic signature shall be promptly followed by such manually executed counterpart. 
 11.18
Subordination of Intercompany Indebtedness. Each holder of Intercompany Indebtedness (each a “Holder”) and each issuer of Intercompany Indebtedness (each a “Maker”) agrees with the Administrative Agent and
the other holders of the Obligations as follows: 
 (a) Subordination. The payment of principal, interest, fees and other amounts
with respect to Intercompany Indebtedness is expressly subordinated to the Obligations. 

  
 113 








 (b) Payments. If an Event of Default has occurred and is continuing, no Maker may make,
and no Holder may take, demand, receive or accept, any payment with respect to Intercompany Indebtedness. 
 (c) Payments Held in
Trust. In the event any payment of principal or interest or distribution of property of any Maker on or in respect of Intercompany Indebtedness shall be received by any Holder in violation of this Section 11.18, such payment or
distribution shall be held in trust for the Administrative Agent, for the benefit of the holders of the Obligations, and such Holder will forthwith turn over any such payments in the form received, properly endorsed or assigned, to the
Administrative Agent, for the benefit of the holders of the Obligations. 
 (d) Enforcement. No Holder shall be entitled to demand
payment of or accelerate any Intercompany Indebtedness or to exercise any remedies or take any actions against any Maker to enforce any of such Holder’s rights with respect to Intercompany Indebtedness. 

(e) Collateral. No Holder will ask, demand, accept, or receive any collateral security from any Loan Party for the payment of
Intercompany Indebtedness, and any collateral security for the payment of Intercompany Indebtedness that any Holder may now or hereafter have on any property of any Loan Party is expressly subordinated to the Liens of the Administrative Agent, for
the benefit of the holders of the Obligations, securing the Obligations. 
 (f) Attorney in Fact. Each Holder irrevocably authorizes
and directs the Administrative Agent and any trustee in bankruptcy, receiver, custodian or assignee for the benefit of creditors of any Maker, whether in voluntary or involuntary liquidation, dissolution or reorganization, in its behalf to take such
action as may be necessary or appropriate to effectuate the subordination provided for in this Section 11.18 and irrevocably appoints, which appointment is coupled with an interest, upon the occurrence and during the continuation of any
Event of Default, the Administrative Agent, or any such trustee, receiver, custodian or assignee, its attorneys in fact for such purpose with full powers of substitution and revocation. 

(g) Proof and Vote of Claims. Each Holder irrevocably appoints, which appointment is irrevocable and coupled with an interest, the
Administrative Agent as such Holder’s true and lawful attorney, with full power of substitution, in the name of such Holder, the Administrative Agent, the holders of the Obligations or otherwise, for the sole use and benefit of the
Administrative Agent, to the extent permitted by Law, to prove and vote all claims relating to Intercompany Indebtedness, and to receive and collect all distributions and payments to which such Holder would be otherwise entitled on any liquidation
of any Maker or any of its property or in any proceeding affecting any Maker or its property under any Debtor Relief Laws. 
 (h) No
Interference. Each Holder agrees (i) not to take any action as the holder of Intercompany Indebtedness that will impede, interfere with or restrict or restrain the exercise by the Administrative Agent of its rights and remedies under the
Loan Documents and (ii) upon the commencement of any proceeding under Debtor Relief Laws, to take such actions as the holder of Intercompany Indebtedness as may be reasonably necessary or appropriate to effectuate the subordination provided
hereby. In furtherance thereof, each Holder, in its capacity as a holder of Intercompany Indebtedness, agrees not to oppose any motion filed or supported by the Administrative Agent or any other holder of the Obligations for relief from stay or for
adequate protection in respect of the Obligations and not to oppose any motions supported by the Administrative Agent or any other holder of the Obligations for any Loan Party’s use of cash collateral or post petition borrowing from any of the
Lenders or the Administrative Agent. 

  
 114 








 11.19 USA PATRIOT Act. Each Lender that is subject to the Patriot Act (as hereinafter
defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Patriot Act”), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Loan Parties in accordance with the Patriot Act. The Loan Parties shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information
that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. 

11.20 Judgment Currency. If, for purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or in any
other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the
Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any
judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the
extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjusted to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in
accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or such Lender from the
Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement
Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may, be agrees to return the amount of any excess to the Borrower (or to
any other Person who may be entitled thereto under applicable law). 
 11.21 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 115 








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

									
	BORROWER:				 HURON CONSULTING GROUP INC.,
 a
Delaware corporation
		
					
					By:		 /s/ C. Mark Hussey
		
					Name:		C. Mark Hussey		
					Title:		EVP, COO, CFO and Treasurer		
				
	GUARANTORS:				 HURON CONSULTING GROUP HOLDINGS LLC,

a Delaware limited liability company
		
					
					By:		 /s/ C. Mark Hussey
		
					Name:		C. Mark Hussey		
					Title:		EVP, COO, CFO and Treasurer		
				
					 HURON CONSULTING SERVICES LLC,
 a
Delaware limited liability company
		
					
					By:		 /s/ C. Mark Hussey
		
					Name:		C. Mark Hussey		
					Title:		EVP, COO, CFO and Treasurer		
				
					 HURON MANAGEMENT SERVICES LLC,

formerly known as WELLSPRING MANAGEMENT SERVICES LLC,
 a Delaware
limited liability company
		
					
					By:		 /s/ C. Mark Hussey
		
					Name:		C. Mark Hussey		
					Title:		EVP, COO, CFO and Treasurer		
				
					 HURON DEMAND LLC,
 a Delaware
limited liability company
		
					
					By:		 /s/ C. Mark Hussey
		
					Name:		C. Mark Hussey		
					Title:		EVP, COO, CFO and Treasurer		
				
					 HURON TECHNOLOGIES INC.,
 a
Delaware corporation
		
					
					By:		 /s/ C. Mark Hussey
		
					Name:		C. Mark Hussey		
					Title:		EVP, COO, CFO and Treasurer		

 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








									
		 		 	LEGALSOURCE LLC,	 	
		 		 	a Delaware limited liability company	 	
					
		 		 	By:	 	 /s/ C. Mark Hussey
	 	
		 		 	Name:	 	C. Mark Hussey	 	
		 		 	Title:	 	EVP, COO, CFO and Treasurer	 	
				
		 		 	HURON INVESTIGATIONS LLC,	 	
		 		 	a Delaware limited liability company	 	
					
		 		 	By:	 	 /s/ C. Mark Hussey
	 	
		 		 	Name:	 	C. Mark Hussey	 	
		 		 	Title:	 	EVP, COO, CFO and Treasurer	 	
				
		 		 	SKY ANALYTICS, INC.,	 	
		 		 	a Delaware corporation	 	
					
		 		 	By:	 	 /s/ C. Mark Hussey
	 	
		 		 	Name:	 	C. Mark Hussey	 	
		 		 	Title:	 	EVP, COO, CFO and Treasurer	 	
				
		 		 	STUDER HOLDINGS, INC.,	 	
		 		 	a Delaware corporation	 	
					
		 		 	By:	 	 /s/ C. Mark Hussey
	 	
		 		 	Name:	 	C. Mark Hussey	 	
		 		 	Title:	 	EVP, COO, CFO and Treasurer	 	
				
		 		 	THE STUDER GROUP, LLC,	 	
		 		 	a Florida limited liability company	 	
					
		 		 	By:	 	 /s/ C. Mark Hussey
	 	
		 		 	Name:	 	C. Mark Hussey	 	
		 		 	Title:	 	EVP, COO, CFO and Treasurer	 	

 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








									
	ADMINISTRATIVE AGENT:				 BANK OF AMERICA, N.A.,
 as
Administrative Agent and Collateral Agent
		
					
					By:		 /s/ Maria A. McClain
		
					Name:		Maria A. McClain		
					Title:		Vice President		

 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








									
	LENDERS:				 BANK OF AMERICA, N.A.,
 as L/C
Issuer, Swing Line Lender and Lender
		
					
					 By:
 Name:

Title:
		 /s/ Brian McDonald

Brian McDonald
 Senior Vice President
		
				
					 JPMorgan Chase Bank, N.A.,
 as
Lender
		
					
					 By:
 Name:

Title:
		 /s/ Jonathan M. Deck

Jonathan M. Deck
 Authorized Officer
		
				
					 Key Bank National Association,

as Lender
		
					
					 By:
 Name:

Title:
		 /s/ Thomas A. Crandell

Thomas A. Crandell
 Senior Vice President
		
				
					 PNC Bank, National Association,

as Lender
		
					
					 By:
 Name:

Title:
		 /s/ Patrick Flaherty

Patrick Flaherty
 Vice President
		
				
					 Bank of Montreal,
 as
Lender
		
					
					 By:
 Name:

Title:
		 /s/ Joseph Jacob

Joseph Jacob
 Senior Vice President
		
				
					 Fifth Third Bank,
 as
Lender
		
					
					 By:
 Name:

Title:
		 /s/ Stephen Watts

Stephen Watts
 Vice President
		

 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








									
					Citizens Bank National Association,		
					as Lender		
					
					By:		 /s/ Jeffrey P. Huening
		
					Name:		Jeffrey P. Huening		
					Title:		Vice President		
				
					Compass Bank,		
					as Lender		
					
					By:		 /s/ Jeffrey Bork
		
					Name:		Jeffrey Bork		
					Title:		Senior Vice President		
				
					The Northern Trust Company,		
					as Lender		
					
					By:		 /s/ Steven W. Ryan
		
					Name:		Steven W. Ryan		
					Title:		Senior Vice President		
				
					U.S. Bank National Association,		
					as Lender		
					
					By:		 /s/ Jordan English
		
					Name:		Jordan English		
					Title:		Vice President		
				
					Associated Bank, National Association,		
					as Lender		
					
					By:		 /s/ Craig Thessin
		
					Name:		Craig Thessin		
					Title:		Senior Vice President		
				
					The Huntington National Bank,		
					as Lender		
					
					By:		 /s/ Lori Cummins Meyer
		
					Name:		Lori Cummins Meyer		
					Title:		Vice President		
				
					Northbrook Bank & Trust Company,		
					as Lender		
					
					By:		 /s/ Nathan Margol
		
					Name:		Nathan Margol		
					Title:		Senior Vice President		

 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








									
					 The PrivateBank and Trust Company,

as Lender
		
					
					By:		 /s/ Jake Goldstein
		
					Name:		Jake Goldstein		
					Title:		Managing Director		

 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 







 Schedule 2.01 

Lenders and Commitments 
  

									
	 Lender
	  	Revolving
Commitment	 	  	Revolving
Commitment
Percentages	 
	 Bank of America, N.A.
	  	$	100,000,000.00	  	  	 	20.000000000	% 
	 JPMorgan Chase Bank, N.A.
	  	$	75,000,000.00	  	  	 	15.000000000	% 
	 KeyBank National Association
	  	$	45,500,000.00	  	  	 	9.100000000	% 
	 PNC Bank, National Association
	  	$	44,500,000.00	  	  	 	8.900000000	% 
	 Bank of Montreal
	  	$	39,000,000.00	  	  	 	7.800000000	% 
	 Fifth Third Bank
	  	$	39,000,000.00	  	  	 	7.800000000	% 
	 Citizens Bank National Association
	  	$	33,500,000.00	  	  	 	6.700000000	% 
	 Compass Bank
	  	$	24,000,000.00	  	  	 	4.800000000	% 
	 The Northern Trust Company
	  	$	22,300,000.00	  	  	 	4.460000000	% 
	 U.S. Bank National Association
	  	$	18,500,000.00	  	  	 	3.700000000	% 
	 Associated Bank National Association
	  	$	16,700,000.00	  	  	 	3.340000000	% 
	 Huntington National Bank
	  	$	16,666,666.67	  	  	 	3.333333334	% 
	 Northbrook Bank & Trust Company
	  	$	13,033,333.33	  	  	 	2.606666666	% 
	 The PrivateBank and Trust Company
	  	$	12,300,000.00	  	  	 	2.460000000	% 
		  	  
	  
	 	  	  
	  
	 
	 Total
		$	500,000,000.00	  		 	100.000000000	% 








 Schedule 2.03 

Existing Letters of Credit 
  

							
	 LC #
	  	 Beneficiary
	  	Amount	 
	 68030586
	  	Union Tower, LLC	  	$	800,000.00	  
	 68030720
	  	Columbia Realty Venture	  	 	70,000.00	  
	 68046054
	  	1120 Avenue of the Americas LLC	  	 	2,688,500.00	  
	 68054764
	  	Ministry of Economy-Abu Dhabi	  	 	13,615.63	  
	 68055117
	  	ABU Dhabi GHQ	  	 	101,901.55	  
	 68070503
	  	Ministry of Health	  	 	146,248.12	  
	 68075744
	  	Carr Properties	  	 	47,693.33	  
	 68077428
	  	Shearman & Sterling LLP	  	 	847,275.38	  
	 68101073
	  	11 West 42 Realty Investors LLC	  	 	319,475.00	  
	 68101074
	  	BP Four CC LLC, C/O Boston	  	 	52,209.40	  
	 68103051
	  	CA-580 California Street Limited	  	 	57,409.13	  
		  		  	  
	  
	 
					$	5,144,327.54	  
		  		  	  
	  
	 








 Schedule 6.06 

Litigation 
 None








 Schedule 6.13 

Subsidiaries 
  

									
	 Subsidiary
	  	 Jurisdiction
	  	 No. of
Shares
Outstanding
	  	% Owned
by
Borrower	 
	 Subsidiaries of Huron Consulting Group Inc.
	  		  		  			
	 Conseillers Huron Canada Limiteé
	  	Canada	  	1,000	  	 	100	% 
	 Huron Consulting Deutschland GmbH
	  	Germany	  	25,000	  	 	100	% 
	 Huron Consulting Group Holdings LLC
	  	Delaware	  	0	  	 	100	% 
	 Huron Consulting South East Asia PTE. LTD.
	  	Singapore	  	5,000	  	 	100	% 
	 Huron Consulting Switzerland GmbH
	  	Switzerland	  	20	  	 	100	% 
	 Huron India Private Limited
	  	India	  	50,000	  	 	95	% 
	 Huron Middle East LLC
	  	Dubai	  	100	  	 	100	% 
	 Huron Saudi Limited
	  	Saudi Arabia	  	400	  	 	95	% 
	 Huron (UK) Limited
	  	England and Wales	  	100	  	 	100	% 
	 Sky Analytics, Inc.
	  	Delaware	  	100	  	 	100	% 
	 Studer Holdings, Inc.
	  	Delaware	  	100	  	 	100	% 
				
	 Subsidiaries of Huron Consulting Group Holdings LLC
	  		  		  			
	 Huron Consulting Services LLC
	  	Delaware	  	0	  	 	100	% 
	 Huron Demand LLC
	  	Delaware	  	0	  	 	100	% 
	 Huron Investigations LLC
	  	Delaware	  	0	  	 	100	% 
	 Huron India Private Limited
	  	India	  	50,000	  	 	5	% 
	 Huron Management Services LLC (1)
	  	Delaware	  	0	  	 	100	% 
	 Huron Saudi Limited
	  	Saudi Arabia	  	400	  	 	5	% 
	 Huron Technologies Inc. (f/k/a Click Commerce, Inc.) (2)
	  	Delaware	  	100	  	 	100	% 
	 Huron Transaction Advisory LLC (f/k/a Huron Corporate Finance LLC) (3)
	  	Delaware	  	0	  	 	100	% 









									
	 LegalSource LLC (f/k/a LegalSource Acquisition LLC) (4)
		Delaware		0		 	100	% 
				
	 Subsidiaries of Studer Holdings, Inc.
								
	 The Studer Group, L.L.C.
		Florida		0*		 	100	% 
	 Studer Group Canada, ULC
		British Columbia		1000		 	100	% 
				
	 Subsidiaries of Huron (UK) Limited
								
	 Huron Legal (UK) Limited (f/k/a Trilantic Internat’l Limited) (5)
		England and Wales		100		 	100	% 
	 Huron Legal Technologies (UK) Limited (f/k/a Huron Technologies (UK) Limited f/k/a Ascertus Limited) (6)
		England and Wales		122**		 	100	% 

  

	(1)	Speltz & Weis became Huron Management Services LLC on 01/04/2007; which became Wellspring Management Services LLC on 1/26/2007; which became Huron Management Services LLC on 6/22/2012. 


	(2)	Name change effective 11/04/2010. 


	(3)	Name change effective 3/10/2014. 


	(4)	Name change effective 7/05/2012. 


	(5)	Name change effective 3/21/2011. 


	(6)	Ascertus Limited became Huron Technologies (UK) Limited on 7/12/2012; which became Huron Legal Technologies (UK) Limited on 7/16/2012. 


	*	Studer Holdings, Inc. holds a certificate for 100 units of membership interest in The Studer Group, L.L.C. 


	**	Comprised of 100 A shares; 22 B shares. 








 Schedule 6.17 

Huron Consulting Group Inc. Trademarks: 
  

							
	 Trademark
	  	 Registration or

Application Date
	  	 Registration or

Application No.
	  	 Jurisdiction

	 340B GUARDIAN
	  	 May 9, 2014
	  	 86/273229
	  	 United States

				
	 AEOS
	  	 November 19, 2013
	  	 4437056
	  	 United States

				
	 BLUE STONE
	  	 June 3, 2014
	  	 86/298490
	  	 United States

				
	 BOOST-IRB
	  	 May 4, 2010
	  	 3785598
	  	 United States

				
	 CAR
	  	 October 22, 2013
	  	 4420512
	  	 United States

				
	 CLICK
	  	 March 20, 2012
	  	 4116232
	  	 United States

				
	 DELIVERING VALUE | DRIVING RESULTS
	  	April 17, 2012	  	4127872	  	United States
				
	 ECRT
	  	 November 13, 2007
	  	 3335183
	  	 United States

				
	 EFACS
	  	 May 15, 2012
	  	 4143973
	  	 United States

				
	 EMPOWERING POSSIBILITY
	  	 July 2, 2014
	  	 86/326841
	  	 United States

				
	 ERCR
	  	 November 2, 2010
	  	 3869404
	  	 United States

				
	 EXPERIENCE. REDEFINED
	  	 January 27, 2009
	  	 3566372
	  	 United States

				
	 FVM
	  	 May 10, 2011
	  	 3958433
	  	 United States

				
	 GRANTSXPRESS
	  	 January 1, 2013
	  	 4269579
	  	 United States

				
	 HURON BUSINESS ADVISORY
	  	 March 17, 2014
	  	 86/223482
	  	 United States

				
	 HURON CONSULTING GROUP
	  	 January 20, 2015
	  	 86/508603
	  	 United States

				
	 HURON CONSULTING GROUP Logo
	  	 February 3, 2009
	  	 3568857
	  	 United States










							
	 Trademark
	  	 Registration or
Application Date
	  	 Registration or

Application No.
	  	 Jurisdiction

	 HURON EDUCATION
	  	 January 15, 2013
	  	 4276351
	  	 United States

				
	 HURON HEALTHCARE
	  	 June 23, 2011
	  	 4101995
	  	 United States

				
	 HURON LEGAL
	  	 April 17, 2012
	  	 4127935
	  	 United States

				
	 HURON LIFE SCIENCES
	  	 January 15, 2013
	  	 4276352
	  	 United States

				
	 HURON Logo
	  	 May 18, 2010
	  	 3789634
	  	 United States

				
	 HURON TRANSACTION ADVISORY
	  	 March 17, 2014
	  	 86/223488
	  	 United States

				
	 ICA
	  	 March 8, 2011
	  	 3928873
	  	 United States

				
	 IMPACT
	  	 April 19, 2011
	  	 3948929
	  	 United States

				
	 INNOVATIVE LIFE SCIENCE STRAEGIES AND RISK
	  	 June 3, 2014
	  	 86/298497
	  	 United States

				
	 KCREATE
	  	 June 10, 2014
	  	 86/304950
	  	 United States

				
	 LES
	  	 August 2, 1994
	  	 1848333
	  	 United States

				
	 MOR
	  	 September 20, 1994
	  	 1855342
	  	 United States

				
	 ONTRAC
	  	 October 23, 2001
	  	 2499555
	  	 United States

				
	 PATIENTONTRAC
	  	 August 19, 2008
	  	 3490156
	  	 United States

				
	 PATIENT PROGRESSION
	  	 March 8, 2005
	  	 2930834
	  	 United States










							
	 Trademark
	  	 Registration or
Application Date
	  	Registration or
Application No.	  	Jurisdiction
	 PORTFOLIO PROCUREMENT METHODOLOGY
	  	July 8, 2008	  	3463180	  	United States
				
	 R3CON
	  	July 26, 2011	  	4002028	  	United States
				
	 RAMP
	  	July 15, 2008	  	3467414	  	United States
				
	 REVENUE ASCENT
	  	September 25, 2012	  	4214788	  	United States
				
	 RITE RATE
	  	April 23, 2013	  	4326192	  	United States
				
	 SMARTASSIGN
	  	May 6, 2014	  	86/273224	  	United States
				
	 SOFTWARE FOR THE BUSINESS OF RESEARCH
	  	March 20, 2012	  	4116231	  	United States
				
	 STOCKAMP
	  	March 8, 2005	  	2930970	  	United States
				
	 TRAC
	  	October 5, 1999	  	2282743	  	United States
				
	 TRIALRX
	  	October 14, 2013	  	86/090399	  	United States
				
	 V3LOCITY
	  	September 8, 2009	  	3680440	  	United States
				
	 V3LOCITY logo
	  	October 21, 2008	  	3519477	  	United States
				
	 VONLAY
	  	March 27, 2012	  	4118343	  	United States
				
	 WELLSPRING PARTNERS
	  	August 10, 2010	  	3830771	  	United States
				
	 WELLSPRING STOCKAMP HURON HEALTHCARE LOGO
	  	June 28, 2011	  	3986679	  	United States
				
	 YOUR MISSION | OUR SOLUTIONS
	  	July 5, 2011	  	3988380	  	United States









							
				
	 HURON CONSULTING GROUP
		August 11, 2014		1688964		Canada
				
	 HURON CONSULTING GROUP LOGO
		August 12, 2014		1689228		Canada
				
	 HURON LOGO
		August 12, 2014		1689236		Canada
				
	 HURON CONSULTING
		August 13, 2010		5346042		Japan
				
	 HURON CONSULTING GROUP Logo
		December 17, 2010		5377231		Japan
				
	 HURON CONSULTING GROUP Logo
		June 1, 2012		10934123		CTM
				
	 HURON CONSULTING GROUP
		December 18, 2003		002700763		CTM
				
	 HURON CONSULTING GROUP
		August 13, 2010		5346041		Japan
				
	 HURON CONSULTING GROUP
		November 24, 2008		104470		Jordan
				
	 HURON CONSULTING GROUP
		November 24, 2008		104471		Jordan
				
	 HURON CONSULTING GROUP
		November 24, 2008		104772		Jordan
				
	 HURON CONSULTING GROUP
		November 24, 2008		104774		Jordan









							
				
	 HURON CONSULTING GROUP
		December 22, 2008		55247		Qatar
				
	 HURON CONSULTING GROUP
		December 22, 2008		55248		Qatar
				
	 HURON CONSULTING GROUP
		December 22, 2008		55249		Qatar
				
	 HURON CONSULTING GROUP
		December 22, 2008		55250		Qatar
				
	 HURON CONSULTING GROUP Logo
		June 7, 2012		57080/2012		Switzerland
				
	 HURON CONSULTING GROUP
		November 30, 2008		123123		United Arab Emirates
				
	 HURON CONSULTING GROUP
		November 8, 2010		108665		United Arab Emirates
				
	 HURON CONSULTING GROUP
		December 1, 2010		108664		United Arab Emirates
				
	 HURON CONSULTING GROUP
		January 23, 2011		125922		United Arab Emirates
				
	 HURON CONSULTING GROUP
		May 17, 2002		2300773		United Kingdom
				
	 HURON
		June 1, 2012		10934057		CTM
				
	 HURON
		December 18, 2003		002700946		CTM









							
	 HURON
		February 14, 2012		2283069		India
				
	 HURON
		November 24, 2008		104124		Jordan
				
	 HURON
		November 24, 2008		104125		Jordan
				
	 HURON
		November 24, 2008		104126		Jordan
				
	 HURON
		November 24, 2008		104127		Jordan
				
	 HURON
		January 5, 2012		55243		Qatar
				
	 HURON
		January 5, 2012		55244		Qatar
				
	 HURON
		January 4, 2012		55245		Qatar
				
	 HURON
		January 4, 2012		55246		Qatar
				
	 HURON
		December 28 2009		1122/61		Saudi Arabia
				
	 HURON
		October 10, 2009		1098/3		Saudi Arabia
				
	 HURON
		October 10, 2009		1098/4		Saudi Arabia
				
	 HURON
		October 10, 2009		1098/5		Saudi Arabia
				
	 HURON
		November 30, 2012		637161		Switzerland
				
	 HURON
		November 8, 2010		108670		United Arab Emirates
				
	 HURON
		November 8, 2010		108669		United Arab Emirates
				
	 HURON
		November 8, 2010		108668		United Arab Emirates
				
	 HURON
		November 8, 2010		108667		United Arab Emirates
				
	 HURON
		May 17, 2002		2300774		United Kingdom
				
	 ICA
		January 7, 2009		006946388		CTM
				
	 THE HURON GROUP
		May 27, 2009		006323273		CTM
				
	 THE HURON GROUP
		October 4, 2007		1608063		India









							
				
	 THE HURON GROUP
		May 29, 2008		1042861		Mexico
				
	 THE HURON GROUP
		October 16,2008		1066841		Mexico
				
	 THE HURON GROUP
		May 7, 2009		1098105		Mexico
				
	 THE HURON GROUP
		May 29, 2008		1042862		Mexico
				
	 V3LOCITY
		June 11, 2009		006382451		CTM
				
	 V3LOCITY
		November 12, 2007		1620252		India
				
	 V3LOCITY A HURON SOLUTION
		January 7, 2009		006591978		CTM
				
	 V3LOCITY A HURON SOLUTION
		January 24, 2008		1645465		India
		
	Huron Consulting Services LLC Trademarks		
				
	 CELESTIAL MATRIX
		August 17, 2010		3835891		United States
				
	 FRANKEL GROUP
		January 21, 2014		4468882		United States
				
	 FRANKEL GROUP LOGO
		January 21, 2014		4468883		United States








 Sky Analytics, Inc. Trademark 
  

					
	 Mark
	  	        Reg. No.        	  	        Reg. Date        
	 RIGHT RATE
	  	4326192	  	04/23/13

 Studer Group Trademarks 
  

							
	 Trademark
	  	
Registration or
Application Date
	  	Registration or
Application No.	  	 Jurisdiction

	 AIDET
	  	December 27, 2011	  	4076482	  	United States
				
	 AIDET
	  	January 10, 2012	  	4083297	  	United States
				
	 HARDWIRED RESULTS
	  	January 10, 2006	  	3041197	  	United States
				
	 HEALTHCARE FLYWHEEL
	  	February 28, 2006	  	3023391	  	United States
				
	 HIGHMIDDLELOW
	  	January 30, 2007	  	3203887	  	United States
				
	 HOURLY ROUNDING
	  	March 20, 2012	  	4114448	  	United States
				
	 HOURLY ROUNDING
	  	March 20, 2012	  	4114457	  	United States
				
	 LEADER EVALUATION MANAGER
	  	October 13, 2009	  	3697299	  	United States
				
	 MUST HAVES
	  	October 10, 2006	  	3152822	  	United States
				
	 NINE PRINCIPLES
	  	September 28, 2004	  	2888380	  	United States
				
	 PASSION PRINCIPLES PILLAR RESULTS
	  	December 6, 2005	  	3062485	  	United States
				
	 ROUNDING MANAGER
	  	October 13, 2009	  	3697300	  	United States









							
	 Trademark
	  	
Registration or
Application Date
	  	Registration or
Application No.	  	 Jurisdiction

	 STAFF EVALUATION MANAGER
	  	October 13, 2009	  	3697298	  	United States
				
	 STUDER GROUP
	  	December 11, 2014	  	86/477823	  	United States
				
	 STUDER GROUP Design Mark
	  	December 9, 2014	  	86/474839	  	United States
				
	 WHAT’S RIGHT IN HEALTH CARE
	  	September 23, 2008	  	3504229	  	United States
				
	Huron Consulting Services LLC Copyrights:	  		  		  	
				
	 Title
	  	 Status
	  	Registration Date	  	 Jurisdiction

	 EFACS
	  	 Registered
  

TX0007628920
	  	November 29, 2012	  	United States
				
	 Effort Certification & Reporting Technology (ECRT)
	  	 Registered
  

TX0006406659
	  	June 27, 2006	  	United States
				
	 ONTRAC 1.5.
	  	 Registered
  

TXU000912528
	  	January 11, 2000	  	United States
				
	 STAT Worklist – IV: Cleveland Clinic Foundation
	  	 Registered
  

TXU000912533
	  	January 12, 2000	  	United States
				
	 TRAC 2.7
	  	 Registered
  

TXU000912527
	  	January 11, 2000	  	United States
				
	 ECRT v.3.0.1
	  	 Registered
  

TX0007247956
	  	May 3, 2010	  	United States
				
	 Healthcare Compliance Professional’s Guide To Clinical Trials
	  	TX0007411723	  	October 20, 2008	  	United States
				
	 Loss Reserve Model v. 24.0
	  	TXU001577052	  	May 21, 2008	  	United States








 The Studer Group, L.L.C. Copyrights 

 

							
	 Title
	  	 Status
	  	 Date
	  	 Jurisdiction

	 Nine Principles
	  	 Registered
  

TX0005877285
	  		  	United States
				
	 Studer Group Leadership Development Manual
	  	 Registered
  

TX0005702574
	  		  	United States
				
	 Health Care Flywheel
	  	 Registered
  

TX0005737481
	  		  	United States
				
	 Studer Group Rounding Manual
	  	 Registered
  

TX0005858318
	  		  	United States
				
	 Leadership Evaluation Tools Manual
	  	 Registered
  

TX0005828148
	  		  	United States
				
	 Taking You and Your Organization to the Next Level
	  	 Registered
  

TX0005727897
	  		  	United States
				
	 Bright Ideas Toolkit
	  	 Registered
  

TX0005696357
	  		  	United States
				
	 Studer Group Accountability Manual
	  	 Registered
  

TX0005713596
	  		  	United States









							
	 Service Excellence Teams Manual
	  	 Registered
  

TX0005718459
	  		  	United States
				
	 Studer Group Toolbox and Index
	  	 Registered
  

TX0005793184
	  		  	United States
				
	 Hourly Rounding
	  	 Registered
  

PA0001589023
	  		  	United States
				
	 Evidence-Based Leadership
	  	 Registered
  

TX0006960929
	  		  	United States
				
	 Patient Call Manager The Clinical Call System (software)
	  	 Registered
  

TX0007426080
	  		  	United States
				
	 Leader Evaluation Manager (software)
	  	 Registered
  

TX0007547789
	  		  	United States
				
	 Eat That Cookie (joint copyright)
	  	 Registered
  

TX0007723437
	  		  	United States

 Huron Consulting Group Inc. Patents: 
  

							
	 Patent
	  	
Registration or
Application Date
	  	
Registration or
Application No.
	  	 Jurisdiction

	 CLINICAL TRIAL DATA MONITORING AND MANAGEMENT SYSTEM AND NETHODOLOGIES
	  	December 11, 2014	  	62/090692	  	 United States

				
	 COMPUTERIZED SYSTEM AND METHOD OF COMPLYING WITH DRUG URCHASING REGULATIONS
	  	June 10, 2014	  	62/010069	  	United States
				
	 COMPUTERIZED DOCUMENT ANALYSIS SYSTEM AND METHOD
	  	October 8, 2014	  	62/061338	  	United States








 Schedule 6.20-1 

Business Locations 
 Huron Consulting
Services LLC is the lessee for all properties listed below (with exception of comments) 
  

											
	 Lessor / Sub-Lessor
	  	 Lessor Address
	  	 Huron Address
	  	 City
	  	 State
	  	 Zip Code

	 580 California Street Limited Partnership c/o LaSalle Investment Management, Inc
	  	3344 Peachtree Road NE
Ste 1200
Atlanta, GA 30326	  	580 California Street
5th Floor	  	San Francisco	  	CA	  	94109
						
	 Cognac Del Mar Owner II, LLC
	  	c/o Prudential Real Estate Investors
4 Embarcadero Center
STE 2700
San Francisco, CA 94111	  	12230 El Camino Real
2nd Floor	  	San Diego	  	CA	  	92130
						
	 Regus
	  	1902 Wright Place
Suite 200
Carlsbad CA 92008	  	1902 Wright Place
2nd Floor	  	Carlsbad	  	CA	  	92008
						
	 Premier Business Centers
	  	30021 Tomas Street Suite 300 Rancho S M CA 92688	  	7700 Spectrum Building
7700 Irvine Center Drive, Suite 800	  	Irvine	  	CA	  	92618
						
	 IBM Corporation
	  	PO Box 700
Suffern, NY 10901-0700	  	6300 Diagonal Highway	  	Boulder	  	CO	  	80301
						
	 Square 345 Limited Partnership
	  	1001 G Street, N.W.
Suite 700 West
Washington, D.C. 20001	  	1001 G Street, N.W. 11th Floor	  	Washington	  	D.C.	  	20001
						
	 15th & L Street LLC c/o Carr Properties
	  	c/o Carr Properties
1776 Eye Street, NW Suite 500
Washington, DC 20006	  	1100 Fifteenth St., N.W. 5th flr	  	Washington	  	D.C.	  	20005
						
	 Sunbeam Properties Inc.
	  	1401 79th Street
Miami, FL 33141	  	2850 N. Commerce Pkway 1st flr	  	Miramar	  	FL	  	33025
						
	 Sunbeam Properties Inc.
	  	1401 79th Street
Miami, FL 33141	  	2870 N. Commerce Pkway 1st flr	  	Miramar	  	FL	  	33025









											
						
	 Maritime Place, LLC
		41 North Jefferson Street
Suite 107
Pensacola, FL 32502		350 West Cedar Street 1st, 2nd and 3rd Floors		Pensacola		FL		32502
						
	 485 Properties, LLC
c/o Cousins Properties Services LLC
		Five Concouse Parkway
Suite 1200
Atlanta, GA 30328-6111		Six Concourse Parkway 15th Floor		Atlanta		GA		30328-5351
						
	 Union Tower, LLC
c/o Principal Life Insurance
Company
		711 High Street
Des Moines, IA 50392-0001		550 West Van Buren 3rd, 4th, 5th, 8th, 9th, 10th, 11th, 16th, 17th Floor		Chicago		IL		60607
						
	 350 LLC
		351 W Hubbard
Suite 610
Chicago, IL 60610		350 N. LaSalle
Suite #900		Chicago		IL		60610
						
	 Cyber Development Group International, LLC
		1331 E. Business Center Drive
Mt. Prospect, IL 60056		1331 E. Business Center Drive		Mt. Prospect		IL		60056
						
	 EOP-125 Summer Street, LLC
c/o Equity Office
		125 Summer Street
17th Floor
Boston, MA 02110		125 Summer St
Suite 1805		Boston		MA		02110
						
	 BP Four CC LLC
		c/o Boston Properties Limited Partnership
Prudential Center
800 Boylston St, Suite 1900
Boston, MA 02199-8103		4 Cambridge Center
2nd Floor		Cambridge		MA		02142
						
	 One Sixty Speen Street LLC
		160 Speen Street
Suite 303
Framingham, MA 01701		160 Speen Street
Suite 309		Framingham		MA		01701
						
	 Northwestern Investment Management Co.
		720 East Wisconsin Avenue Milwaukee, WI 53202		900 Wilshire Boulevard, Suite 270		Troy		MI		48084
						
	 Regus
		1201 NW Briarcliff Parkway
Sutie 200
Kansas City, MO 64116		1201 N.W. Briarcliff Parkway
2nd Floor		Kansas City		MO		64116
						
	 One Kings Parade, LLC
		2127 Ayrsley Town Blvd
Charlotte, NC 28273		One Kings Parade
9101 Kings Parade Blvd
3rd floor		Charlotte		NC		28273
						
	 Ayrsley Arcade Development Group, LLC c/o New Forum, Inc
		2127 Ayrsley Town Blvd
Suite 201
Charlotte, NC 28273		Ayrsley Arcade Building
2127 Ayrsley Town Boulevard
3rd floor		Charlotte		NC		28273









											
						
	 Concourse Associates, LLC
		4104 Atlantic Avenue, Suite 140 Raleigh, NC 27604		One Copley Parkway
1st, 5th, & 6th Floors		Morrisville		NC		27560
						
	 1120 Avenue of the Americas, LLC c/o Edison Invetment Advisors, LLC
		220 South Orange Ave, Suite 103 Livingston, NJ 07039		1120 Avenue of the Americas,
8th Floor		New York		NY		10036
						
	 Trump International Realty New York
		725 Fifth Avenue
New York, NY 10022		40 Wall Street
20th floor		New York		NY		10005
						
	 Shearman & Sterling LLP
		BP 599 Lexington Avenue LLC
599 Lexington Ave
New York, NY 10022		599 Lexington Avenue
25th floor		New York		NY		10022
						
	 11 West 42 Realty Investors LLC c/o Tishman Speyer Properties LP
		45 Rockefeller Plaza
New York, NY 10111		11 W. 42nd Street
3rd Floor		New York		NY		10036
						
	 Regus
		2000 Auburn Drive
Suite 200
Beachowood, OH 44122		Chagrin Highlands
2000 Aubum Drive
2nd Floor		Beachwood		OH		44122
						
	 Kruse Way LLC
		5245 Payshere Circle
Chicago, IL 60674		6000 SW Meadows Road		Lake Oswego		OR		97035
						
	 AmberGlen LLC
		1915 NW AmberGlen Parkway
Suite 365
Beaverton, OR 97006		1925 NW Ambergien Parkway
Suite 400		Beaverton		OR		97006
						
	 American General Life Insurance Company
c/o CBRE Inc
		2777 Allen Parkway
Suite 360
Houston, TX 77019		2929 Allen Parkway
27th Floor		Houston		TX		77019
						
	 California State Teachers’ Retirement System
		515 S Flower St
Suite 3100
Los Angeles, CA 90071		Ross Tower
500 North Akard		Dallas		TX		75251
						
	 CFO2 Dallas, LLC
		3535 Travis St.
Dallas, TX 75204		8222 Douglas Ave
8th Floor		Dallas		TX		75225
						
	 Eagle Wealth Pioneer Limited Liability Partnership
		The Pioneer Building
600 First Ave. #201		The Pioneer Building
600 First Ave. #201		Seattle		WA		98104
						
	 CliftonLarsonAllen LLP
		301 SW Adams St
STE 600
Peoria, IL 61602		8215 Greenway Blvd
3rd Floor		Middleton		WI		53562








 Schedule 6.20-2 

Chief Executive Offices; Taxpayer Identification Numbers and 

Organizational Identification Numbers 
  

							
	 Loan Party
	  	U.S. Taxpayer
Identification
Number	 	  	Organizational
Identification
Number
	 Huron Consulting Group Inc.
	  	 	01-0666114	  	  	3504093
	 Huron Consulting Group Holdings LLC
	  	 	20-4619581	  	  	4125069
	 Huron Consulting Services LLC
	  	 	01-0666453	  	  	3521607
	 Huron Management Services LLC
	  	 	20-2795261	  	  	3962934
	 Huron Demand LLC
	  	 	26-0550856	  	  	4390210
	 Huron Technologies Inc.
	  	 	90-0509246	  	  	4712232
	 Sky Analytics, Inc.
	  	 	27-4318845	  	  	4909724
	 Studer Holdings, Inc.
	  	 	45-3276529	  	  	5032596
	 Huron Investigations LLC
	  	 	38-3954863	  	  	5671848
	 LegalSource LLC
	  	 	80-0828232	  	  	5173000
	 The Studer Group, L.L.C.
	  	 	59-3691553	  	  	L99000009256

 The Chief Executive Office for each of the Loan Parties, except The Studer Group, L.L.C., listed above is: 

550 West Van Buren, Suite 1700 
 Chicago, IL 60607 

The Studer Group, L.L.C. Chief Executive Office is: 
 350 West
Cedar Street, Suite 300 
 Pensacola, FL. 32502 







 Schedule 6.20-3 

Changes in Name or State of Formation; 

Mergers and other Changes in Structure 

Huron Consulting Services LLC 
  

	•	 	Huron Consulting Group LLC was renamed to Huron Consulting Services LLC on 9/27/2004 

 Huron Management
Services LLC 
  

	•	 	Speltz & Weis LLC was renamed to Huron Management Services LLC on 1/4/2007 

  

	•	 	Huron Management Services LLC was renamed to Wellspring Management Services LLC on 1/26/2007 

  

	•	 	Wellspring Management Services LLC was renamed to Huron Management Services LLC on 6/22/2012 

 Huron
Technologies Inc. 
  

	•	 	Click Commerce, Inc. was renamed to Huron Technologies Inc. on 11/4/2010 

 Huron Legal (UK) Limited 

 

	•	 	Trilantic International Limited was renamed to Huron Legal (UK) Limited on 3/21/2011. 

 LegalSource LLC

  

	•	 	LegalSource Acquisition LLC was renamed to LegalSource LLC on 7/5/2012 

 Huron Legal Technologies (UK)
Limited 
  

	•	 	Ascertus Limited was renamed to Huron Technologies (UK) Limited on 7/12/2012 

  

	•	 	Huron Technologies (UK) Limited was renamed to Huron Legal Technologies (UK) Limited on 7/16/2012 

 Huron
Transaction Advisory LLC 
  

	•	 	Huron Corporate Finance LLC was renamed to Huron Transaction Advisory LLC on 3/10/2014 

 Studer Holdings,
Inc. 
  

	•	 	Each of the following were merged with and into Studer Holdings, Inc. as follows: 

  

	 	•	 	Studer EMEA, Inc. (FL) and Studer Canada Holdings, Inc. (FL) were merged with and into Studer International, Inc. on 3/18/2015; 

  

	 	•	 	Studer International, Inc. (FL) was merged with and into Studer Holdings, Inc. on 3/19/2015; 

  

	 	•	 	Studer Acquisition Company, Inc. (DE) was merged with and into Studer Holdings, Inc. on 3/19/2015 








 Schedule 8.01 

Liens 
  

	1.	Capital leases referenced in Schedule 8.03 








 Schedule 8.02 

Existing Investments 
  

					
	Investments in Foreign Subsidiaries – Cash:				
		
	 Huron (UK) Ltd
		$	24,559,916	  
	 Huron Legal (UK) Ltd
		 	6,974,965	  
	 Huron Legal Technologies (UK) Ltd
		 	42,622	  
	 Huron Consulting South East Asia Pte. Ltd.
		 	794,929	  
	 Huron Consulting Services LLC – Abu Dhabi
		 	1,026,213	  
	 Huron Middle East Limited (Dubai)
		 	2,166,784	  
	 Huron Middle East Limited (Egypt)
		 	4,000	  
	 Huron Middle East Limited (Jordan)
		 	530,460	  
	 Huron Advisors Canada Limited
		 	6,304,384	  
	 Huron India Private Ltd
		 	7,244,056	  
	 Huron Consulting Deutschland
		 	341,852	  
	 Huron Consulting Switzerland
		 	78,856	  
	 Huron Consulting Services LLC (South Africa)
		 	1,454,080	  
		  	  
	  
	 
	 Total
		$	51,523,117	  
		  	  
	  
	 
		
	Investments in Foreign Subsidiaries – Stock:				
		
	 Huron Saudi Limited
		$	4,929,600	  
	 Huron Middle East Limited (Dubai)
		 	1,390,400	  
		  	  
	  
	 
	 Total
		$	6,320,000	  
		  	  
	  
	 








  

					
	Investments in Third Parties – Cash:				
		
	 Shorelight Education
		$	 15,000,000	  
		
	Investments in Third Parties – Non Cash:				
		
	 Warbird – Note Receivable
		$	 2,734,375	  








 Schedule 8.03 

Existing Indebtedness 
  

							
	 1.
		Capital Lease Obligations for Various Office Equipment (as of 2/28/15)		$	34,649.35	  
	 2.
		Sky Analytics, Inc. (1)		$	3,000,000.00	  
	 3.
		Threshold Consulting, Inc. (1)		$	2,000,000.00	  

  

	(1)	the maximum possible obligation under contingent consideration arrangements related to businesses acquired 








 Schedule 11.02 

NOTICE ADDRESSES 
 HURON CONSULTING
GROUP INC. 
 550 West Van Buren 
 Chicago, Illinois
60607 
 Attention: Mr. Mark Hussey 
 Telephone: (312) 583-8740 
 Facsimile: (312) 583-3002 

BANK OF AMERICA, N.A., as Administrative Agent, Issuing Lender, a Lender, and an Arranger 

Notices of Borrowing, Conversion and Continuation 
 Bank
of America Plaza 
 901 Main Street 
 Dallas, Texas 75202-3714


			
	Attention:		Betty Coleman
		
	Telephone:		(214) 209-0993
	Facsimile:		(214) 290-9419
	Email:		betty.coleman@baml.com
		
	Wiring Instructions:		 ABA No. 026-009-593
 Account No.
1292-000-883
 (Credit Services)
 Reference: Huron
Consulting


 Letters of Credit 
 Trade
Operations – Scranton 
 1FleetWay 
 Scranton, PA 18507


			
	Attention:		Al Malave
	Mail Code:		PA6-580-02-30
	Telephone:		(570) 330-4212
	Facsimile:		(570) 330-4186
	Email:		mailto: alfonso.malave@baml.com

 All Other Notices 
 900 W.
Trade Street, 6th Floor 
 Charlotte, NC 28255 

Attention: Maria A. McClain, Agency Officer 
 Mail Code:
NC1-026-06-03 
 Telephone: (980) 388-1935 
 Facsimile:
(704) 409-0913 
 Email: Maria.a.mcclain@baml.com 







 With a copy to: 

135 South LaSalle Street 
 Chicago, Illinois 60603 

			
	Attention:		Brian M. McDonald
	Mail Code:		IL4-135-04-13
	Telephone:		(312) 992-6326
	 Facsimile:
 Email:
		 (312) 904-6546

brian.m.mcdonald@baml.com









 Exhibit 2.01 

FORM OF LENDER JOINDER AGREEMENT 

THIS LENDER JOINDER AGREEMENT dated as of             ,
201     (this “Agreement”) is by and among each of the Persons identified as “Incremental Revolving Loan Facility Lenders” on the signature pages hereto (each, an “Incremental Revolving Loan
Facility Lender”), Huron Consulting Group Inc., a Delaware corporation (the “Borrower”), the Guarantors, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the
meanings provided in the Credit Agreement. 
 W I T N E S S E T H 

WHEREAS, pursuant to that certain Second Amended and Restated Credit Agreement dated as of March 31, 2015 (as amended, modified,
supplemented, increased or extended from time to time, the “Credit Agreement”) among the Borrower, the Guarantors, the Lenders and the Administrative Agent, the Lenders have agreed to provide the Borrower with a revolving loan
facility; 
 WHEREAS, pursuant to Section 2.01(c) of the Credit Agreement, the Borrower has requested an increase in the
Aggregate Revolving Commitments under the Credit Agreement; and 
 WHEREAS, the Incremental Revolving Loan Facility Lender has agreed to
[provide a]1 [increase its]2 Revolving Commitment on the terms and conditions set forth herein [and to become a “Lender” under the
Credit Agreement in connection therewith]3; 
 NOW, THEREFORE, in consideration of the
premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1. Effective as of the date hereof, the Incremental Revolving Loan Facility Lender hereby agrees to [provide a]4 [increase its]5 Revolving Commitment in the amount of $[        ] (the “Additional Revolving
Commitment”) to make Revolving Loans and to purchase participation interests in Letters of Credit and Swing Line Loans in accordance with the terms of the Credit Agreement. The existing Schedule 2.01 to the Credit Agreement shall be deemed
to be amended to include the Additional Revolving Commitment. 
 [2.] [The Incremental Revolving Loan Facility Lender (a) represents
and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and 
  

 

	1 	To be included if the Incremental Revolving Loan Facility Lender does not currently have a Revolving Commitment under the Credit Agreement. 


	2 	To be included if the Incremental Revolving Loan Facility Lender currently has a Revolving Commitment under the Credit Agreement. 


	3 	To be included if the Incremental Revolving Loan Facility Lender is not currently a Lender under the Credit Agreement. 


	4 	To be included if the Incremental Revolving Loan Facility Lender does not currently have a Revolving Commitment under the Credit Agreement. 


	5 	 To be included if the Incremental Revolving Loan Facility Lender currently has a Revolving Commitment under the Credit Agreement.










 
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), (iii) from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and 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 7.01 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 Agreement 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) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent 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.]6 

[3.] [Each of the Administrative Agent, the Borrower and the Guarantors agrees that, as of the date hereof, the Incremental Revolving Loan
Facility Lender shall (a) be a party to the Credit Agreement and the other Loan Documents, (b) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents and (c) have the rights and obligations of an
Lender under the Credit Agreement and the other Loan Documents.]7 
 [4.] The address
of the Incremental Revolving Loan Facility Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such Lender to the Administrative Agent. 

[5.] This Agreement may be executed in any number of counterparts and by the various 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 contract. Delivery of an executed counterpart of this Agreement by telecopier or other electronic imaging means shall be effective as delivery of
a manually executed counterpart of this Agreement. 
 [6.] THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF ILLINOIS. 
 [Signature pages follow] 

 
  

	6 	To be included if the Incremental Revolving Loan Facility Lender is not currently a Lender under the Credit Agreement. 


	7 	To be included if the Incremental Revolving Loan Facility Lender is not currently a Lender under the Credit Agreement. 








 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by a duly
authorized officer as of the date first above written. 
  

									
	INCREMENTAL				By:		  
		
	REVOLVING LOAN				Name:				
	FACILITY LENDERS:				Title:				
			
	BORROWER:				HURON CONSULTING GROUP INC.,
					a Delaware corporation
					
					By:		  
		
					Name:				
					Title:				
			
	GUARANTORS:				HURON CONSULTING GROUP HOLDINGS LLC,
					a Delaware limited liability company
					
					By:		  
		
					Name:				
					Title:				
			
					HURON CONSULTING SERVICES LLC,
					a Delaware limited liability company
					
					By:		  
		
					Name:				
					Title:				
			
					HURON MANAGEMENT SERVICES LLC,
					formerly known as WELLSPRING MANAGEMENT SERVICES LLC,
					a Delaware limited liability company
					
					By:		  
		
					Name:				
					Title:				
			
					HURON DEMAND LLC,
					a Delaware limited liability company
					
					By:		  
		
					Name:				
					Title:				
			
					HURON TECHNOLOGIES INC.,
					a Delaware corporation
					
					By:		  
		
					Name:				
					Title:				









									
					LEGALSOURCE LLC,
					a Delaware limited liability company
					
					By:		  
		
					Name:				
					Title:				
			
					 HURON INVESTIGATIONS LLC,
 a
Delaware limited liability company

					
					By:		  
		
					Name:				
					Title:				
			
					 SKY ANALYTICS, INC.,
 a Delaware
corporation

					
					By:		  
		
					Name:				
					Title:				
			
					 STUDER HOLDINGS, INC.,
 a
Delaware corporation

					
					By:		  
		
					Name:				
					Title:				
			
					 THE STUDER GROUP, LLC,
 a Florida
limited liability company

					
					By:		  
		
					Name:				
					Title:				









			
	Accepted and Agreed:
	
	 BANK OF AMERICA, N.A.,
 as
Administrative Agent

		
	By:		  

	Name:		
	Title:		








 Exhibit 2.02 

FORM OF LOAN NOTICE 
 Date:
            , 20     
  

	To:	Bank of America, N.A., as Administrative Agent 

  

	Re:	Second Amended and Restated Credit Agreement (as amended, restated, supplemented and otherwise modified from time to time, the “Credit Agreement”) dated as of March 31, 2015 among Huron Consulting
Group Inc., a Delaware corporation, as Borrower, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein have
the meanings provided in the Credit Agreement. 

 Ladies and Gentlemen: 

The undersigned hereby requests (select one): 
  

	 ̈	A Borrowing of [a Revolving Loan][the Term Loan] 

  

	 ̈	A conversion or continuation of [a Revolving Loan][the Term Loan] 

  

	1.	On             , 20     (which is a Business Day). 

  

	2.	In the amount of $        . 

  

	3.	Comprised of [Base] [Eurodollar] Rate Loans. 

  

	4.	For Eurodollar Rate Loans: with an Interest Period of             months. 


 

	 ̈	A payment of Revolving Loans 

 With respect to any Credit Extension requested herein, the Borrower hereby
represents and warrants that (i) in the case of the initial Credit Extensions on the Closing Date, the conditions in Section 5.01 of the Credit Agreement have been met or waived, the representations and warranties in Article VI are
true and correct in all material respects and no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, and (ii) in the case of all other Credit Extensions, each of the conditions set forth in
Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Credit Extension. 
  

			
	HURON CONSULTING GROUP INC.,
	a Delaware corporation
		
	By:		  

	Name:		
	Title:		









 Exhibit 2.04 

FORM OF SWING LINE LOAN NOTICE 
  

	Date:	            ,          

  

	To:	Bank of America, N.A., as Swing Line Lender 

  

	Cc:	Bank of America, N.A., as Administrative Agent 

  

	Re:	Second Amended and Restated Credit Agreement (as amended, restated, supplemented and otherwise modified from time to time, the “Credit Agreement”) dated as of March 31, 2015 among Huron Consulting
Group Inc., a Delaware corporation, as Borrower, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein have
the meanings provided in the Credit Agreement. 

 Ladies and Gentlemen: 

The undersigned hereby requests a Swing Line Loan: 
  

	1.	On             ,          [which shall be a Business Day] 


 

	2.	In the amount of $         

 With respect to such Borrowing of Swing
Line Loans, the Borrower hereby represents and warrants that (i) such request complies with the requirements of the first proviso to the first sentence of Section 2.04(a) of the Credit Agreement and (ii) each of the conditions
set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Borrowing of Swing Line Loans. 
  

			
	HURON CONSULTING GROUP INC.,
	 a Delaware corporation

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	









 Exhibit 2.11-1 

FORM OF REVOLVING NOTE 

             , 20     

FOR VALUE RECEIVED, HURON CONSULTING GROUP INC., a Delaware corporation (the “Borrower”), hereby promises to pay to
                     or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as
hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under the Second Amended and Restated Credit Agreement (as amended, restated, supplemented and otherwise modified from time to
time, the “Credit Agreement”) dated as of March 31, 2015 among Huron Consulting Group Inc., a Delaware corporation, as Borrower, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A., as
Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. 

The Borrower hereby promises to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until
such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in
immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment
(and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. 
 This Revolving Note is one of
the Revolving Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and during the continuation of one or more
of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. The Revolving Loans
made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, amount and maturity
of its Revolving Loans and payments with respect thereto. 
 The Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Revolving Note. 
 THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS. 
 [Signature Page Follows] 







 IN WITNESS WHEREOF, the Borrower has executed this Revolving Note as of the date set forth above.

  

			
	HURON CONSULTING GROUP INC.,
	a Delaware corporation
		
	By:	 	  

	Name:	 	
	Title:	 	









 Exhibit 2.11-2 

FORM OF SWING LINE NOTE 

             , 20     

FOR VALUE RECEIVED, HURON CONSULTING GROUP INC., a Delaware corporation (the “Borrower”), hereby promises to pay to Bank of
America, N.A. or its registered assigns (the “Swing Line Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Swing Line Loan from time to time made by the Swing
Line Lender to the Borrower under the Second Amended and Restated Credit Agreement (as amended, restated, supplemented and otherwise modified from time to time, the “Credit Agreement”) dated as of March 31, 2015 among Huron
Consulting Group Inc., a Delaware corporation, as Borrower, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined
herein have the meanings provided in the Credit Agreement. 
 The Borrower hereby promises to pay interest on the unpaid principal amount of
each Swing Line Loan from the date of such Swing Line Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Swing Line Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be
paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. 

This Swing Line Note is the Swing Line Note referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in
whole or in part subject to the terms and conditions provided therein. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line
Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. The Swing Line Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing
Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. 

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand,
dishonor and nonpayment of this Swing Line Note. 
 THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF ILLINOIS. 
 [Signature Page Follows] 







 IN WITNESS WHEREOF, the Borrower has executed this Swing Line Note as of the date set forth
above. 
  

			
	HURON CONSULTING GROUP INC.,
	a Delaware limited liability company
		
	By:	 	  

	Name:	 	
	Title:	 	









 Exhibit 2.11-3 

FORM OF TERM LOAN NOTE 

            , 20     

FOR VALUE RECEIVED, HURON CONSULTING GROUP INC., a Delaware corporation (the “Borrower”), hereby promises to pay to
                     or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as
hereinafter defined), the principal amount of each Term Loan from time to time made by the Lender to the Borrower under the Second Amended and Restated Credit Agreement (as amended, restated, supplemented and otherwise modified from time to time,
the “Credit Agreement”) dated as of March 31, 2015 among Huron Consulting Group Inc., a Delaware corporation, as Borrower, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A., as
Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. 

The Borrower hereby promises to pay interest on the unpaid principal amount of each Term Loan from the date of such Term Loan until such
principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before
as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. 
 This Term Note is one of the Term Notes
referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and during the continuation of one or more of the Events of
Default specified in the Credit Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. The Term Loans made by the Lender shall be
evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of its Term Loans and payments
with respect thereto. 
 The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and
notice of protest, demand, dishonor and nonpayment of this Term Note. 
 THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS. 
 [Signature Page Follows] 







 IN WITNESS WHEREOF, the Borrower has executed this Term Note as of the date set forth above. 

 

			
	HURON CONSULTING GROUP INC.,
	a Delaware corporation
		
	By:		  

	Name:		
	Title:		









 Exhibit 7.02(b) 

FORM OF COMPLIANCE CERTIFICATE 
 Financial
Statement Date:             , 20     
  

	To:	Bank of America, N.A., as Administrative Agent 

  

	Re:	Second Amended and Restated Credit Agreement (as amended, restated, supplemented and otherwise modified from time to time, the “Credit Agreement”) dated as of March 31, 2015 among Huron Consulting
Group Inc., a Delaware corporation, as Borrower, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein have
the meanings provided in the Credit Agreement. 

 Ladies and Gentlemen: 

The undersigned Responsible Officer hereby certifies as of the date hereof that [he/she] is the
                     of the Borrower, and that, in [his/her] capacity as such, [he/she] is authorized to execute and deliver this Compliance
Certificate to the Administrative Agent on behalf of the Borrower, and that: 
 [1. [Attached hereto as Schedule 1 are the]
[The] year-end audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an
independent certified public accountant of nationally recognized standing required by such section [have been electronically delivered to the Administrative Agent pursuant to the conditions set forth in Section 7.02 of the Credit Agreement].]

 [Use following paragraph 1 for fiscal quarter-end financial statements:] 

[1. [Attached hereto as Schedule 1 are the] [The] unaudited financial statements required by Section 7.01(b) of the Credit
Agreement for the fiscal quarter of the Borrower ended as of the above date [have been electronically delivered to the Administrative Agent pursuant to the conditions set forth in Section 7.02 of the Credit Agreement]. Such financial statements
fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal
year-end audit adjustments and the absence of footnotes.] 
 2. A review of the activities of the
Borrower and its Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all of the covenants applicable to it
under the Loan Documents, and 
 [select one:] 
 [to the best
knowledge of the undersigned during such fiscal period, the Loan Parties performed and observed each covenant and condition of the Loan Documents applicable to them.] 

—or— 







 [the following covenants or conditions have not been performed or observed and the following is a list of each
such Default or Event of Default and its nature and status: [DESCRIBE].] 
 3. The representations and warranties of the Loan Parties
contained in Article VI of the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an
earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of
Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 of the Credit Agreement, including the statements in connection with
which this Compliance Certificate is delivered. 
 4. The financial covenant and other covenant compliance analyses and information set
forth on Schedule 1 attached hereto are true and accurate in all material respects on and as of the date of this Compliance Certificate. The Loan Parties are [not] in compliance with each of the financial covenants contained in
Section 8.11 of the Credit Agreement. 
 [5. Set forth below is a summary of all material changes in GAAP or in the consistent
application thereof during the most recent fiscal quarter ending prior to the date hereof and a reconciliation between calculation of the financial covenants before and after giving effect to such changes:] 

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
            , 20    . 
  

			
	HURON CONSULTING GROUP INC.,
	a Delaware corporation
		
	By:		  

	Name:		
	Title:		









 Exhibit 7.12 

FORM OF GUARANTOR JOINDER AGREEMENT 

THIS GUARANTOR JOINDER AGREEMENT (the “Agreement”) dated as of
            , 20     is by and between                     , a
                     (the “New Subsidiary”), and Bank of America, N.A., in its capacities as Administrative Agent and Collateral
Agent (collectively, the “Agent”) under the Second Amended and Restated Credit Agreement (as amended, restated, supplemented and otherwise modified from time to time, the “Credit Agreement”) dated as of
March 31, 2015 among Huron Consulting Group Inc., a Delaware corporation, as Borrower, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A., as Administrative Agent and Collateral Agent. Capitalized terms
used but not otherwise defined herein have the meanings provided in the Credit Agreement. 
 The Borrower is required by Section 7.12
of the Credit Agreement to cause the New Subsidiary to become a “Guarantor” thereunder. Accordingly, the New Subsidiary hereby agrees as follows with the Agent, for the benefit of the Lenders: 

1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to
be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies,
as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New
Subsidiary hereby jointly and severally together with the other Guarantors, guarantees to the holders of the Obligations, as provided in Article IV of the Credit Agreement, the prompt payment of the Guaranteed Obligations in full when due (whether
at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. 
 2. The New
Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be party to the Security Agreement and a “Grantor” for all purposes of the Security Agreement, and shall
have all of the obligations of a Grantor thereunder as if it had executed the Security Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the
Grantors contained in the Security Agreement. Without limiting the generality of the foregoing terms of this paragraph 2, to secure the prompt payment in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of
the Secured Obligations (as such term is defined and used in the Security Agreement), the New Subsidiary hereby grants to the Collateral Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right
to set off against, any and all right, title and interest of the New Subsidiary in and to all of the Collateral of the New Subsidiary, whether now owned or existing or owned, acquired, or arising hereafter. 

3. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to
be party to the Pledge Agreement and a “Pledgor” for all purposes of the Pledge Agreement, and shall have all of the obligations of a Pledgor thereunder as if it had executed the Pledge Agreement. The New Subsidiary hereby ratifies, as of
the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Pledgors contained in the Pledge Agreement. Without limiting the generality of the foregoing terms of this paragraph 3, to secure the prompt
payment in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as such term is defined and used in the Pledge Agreement), the New Subsidiary hereby grants to the Collateral Agent, for
the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of the New Subsidiary in and to all of the Collateral (as such term is defined and used
in the Pledge Agreement) of the New Subsidiary, whether now owned or existing or owned, acquired, or arising hereafter. 







 4. The New Subsidiary hereby represents and warrants to the Agent that: 

(a) The New Subsidiary’s exact legal name and state of formation as of the date hereof are as set forth on the signature
pages hereto. 
 (b) Set forth on Schedule 1 is the chief executive office, tax payer identification number and
organizational identification number of the New Subsidiary as of the date hereof. 
 (c) Other than as set forth on
Schedule 2 hereto, the New Subsidiary has not changed its legal name, changed its jurisdiction of formation, incorporation or organization or been party to a merger, consolidation or other change in structure or used any tradename in the five
years preceding the date hereof. 
 (d) Schedule 3 hereto includes all of the trademarks, service marks, trade names,
copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) registered or pending registration with the United States Copyright Office, the United States Patent and
Trademark Office, or any comparable office or Governmental Authority in the jurisdiction of formation, incorporation or organization of the New Subsidiary and owned by the New Subsidiary as of the date hereof. None of the IP Rights of the New
Subsidiary set forth in Schedule 3 hereto is subject to any licensing agreement or similar arrangement, except as set forth on Schedule 3 hereto. 

(e) Schedule 4 hereto includes all Commercial Tort Claims before any Governmental Authority by or in favor of the New
Subsidiary. 
 (f) Schedule 5 hereto lists all real property that is owned by the New Subsidiary as of the date
hereof. 
 (g) Schedule 6 hereto includes each Subsidiary of the New Subsidiary, including (i) jurisdiction of
formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) the certificate number(s) of the certificates evidencing such Equity Interests and number and percentage of outstanding shares of each class owned by the
New Subsidiary (directly or indirectly) of such Equity Interests and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. 

5. The address of the New Subsidiary for purposes of all notices and other communications is the address designated for the Borrower on
Schedule 11.02 to the Credit Agreement or such other address as the New Subsidiary may from time to time notify the Administrative Agent in writing. 

6. The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary under Article
IV of the Credit Agreement upon the execution of this Agreement by the New Subsidiary. 
 7. This Agreement may be executed in multiple
counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. 







 8. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF ILLINOIS. 
 [Signature Page Follows] 







 IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its
authorized officer, and the Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written. 

 

			
	[NEW SUBSIDIARY]
		
	By:	 	  

	Name:	 	
	Title:	 	


 Acknowledged and accepted: 
  

			
	BANK OF AMERICA, N.A.,
	as Administrative Agent and Collateral Agent
		
	By:	 	  

	Name:	 	
	Title:	 	








 Exhibit 11.06 

FORM OF ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed
that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full. 
 For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], 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][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as
Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the
Assignor][the respective Assignors] under the respective facilities identified below 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)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto
or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, 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 by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein
collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by
[the][any] Assignor. 
  

	


							
	 1.
		Assignor[s]:		  
		
				
					  
		
				
	 2.
		Assignee[s]:		  
		
				
					  
		

 [for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]] 

 

	3.	Borrower: Huron Consulting Group Inc., a Delaware corporation 

  

	4.	Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement 

  

	5.	 Credit Agreement: Second Amended and Restated Credit Agreement (as amended, restated, supplemented and otherwise modified from time to time,
the “Credit Agreement”) dated as of 










	 	
March 31, 2015 among Huron Consulting Group Inc., a Delaware corporation, as Borrower, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A., as
Administrative Agent and Collateral Agent. 

  

	6.	Assigned Interest[s]: 

  

									
	 Facility Assigned1
	  	Aggregate Amount of
Commitment/Loans for
all Lenders	  	Amount of
Commitment/Loans
Assigned*	  	Percentage Assigned of
Commitment/Loans2	 
		  	$	  	$	  	 	 	% 
		  	$	  	$	  	 	 	% 
		  	$	  	$	  	 	 	% 

  

	[7.	Trade Date:                     ] 


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 and Assumption are
hereby agreed to: 
  

			
	ASSIGNOR
	[NAME OF ASSIGNOR]
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	ASSIGNEE
	[NAME OF ASSIGNEE]
		
	By:	 	  

	Name:	 	
	Title:	 	

  
  

	1 	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” etc.) 


	* 	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 


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









			
	[Consented to and]3 Accepted:
	
	 BANK OF AMERICA, N.A.,
 as
Administrative Agent

		
	By:		  

	Name:		
	Title:		
	
	[Consented to:]4
	
	 HURON CONSULTING GROUP INC.,
 a
Delaware corporation

		
	By:		  

	Name:		
	Title:		
	
	[Consented to:]5
	
	 BANK OF AMERICA, N.A.,
 as L/C
Issuer

		
	By:		  

	Name:		
	Title:		
	
	[Consented to:]6
	
	 BANK OF AMERICA, N.A.,
 as Swing
Line Lender

		
	By:		  

	Name:		
	Title:		

  
  

	3	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 


	4	To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. 


	5	To be added only if the consent of the L/C Issuer is required by the terms of the Credit Agreement. 


	6	To be added only if the consent of the Swing Line Lender is required by the terms of the Credit Agreement. 








 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION 

1. Representations and Warranties. 
 1.1 Assignor.
[The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim, (iii) it is [not] a Defaulting Lender and (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and
(b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents 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][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an Eligible Assignee under the Credit
Agreement (subject to such consents, if any, as may be required under Section 11.06(b) 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][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and
either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been
accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation
required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent,
[the][any] 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][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for
amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. 

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and 







 
Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption
by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Illinois.