First Amended and Restated Credit Agreement


 Exhibit 10.1 

 
  

 
 Published CUSIP Number:

 Revolving Credit Facility [        ] 

Term Facility [        ] 
 FIRST AMENDED AND RESTATED CREDIT AGREEMENT 
 Dated as of July 2, 2012

 among 

RIGNET, INC., 
 as
Borrower, 
 THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, 

as Guarantors, 

BANK OF AMERICA, N.A., 
 as Administrative Agent, Swingline Lender and 
 L/C Issuer, 

and 
 THE LENDERS
PARTY HERETO 
  
  

 






 TABLE OF CONTENTS 

 

							
	 	  	Page	 
		
	 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	  	 	1	  
			
	 1.01
	 	 Defined Terms
	  	 	1	  
			
	 1.02
	 	 Other Interpretive Provisions
	  	 	27	  
			
	 1.03
	 	 Accounting Terms
	  	 	28	  
			
	 1.04
	 	 Rounding
	  	 	28	  
			
	 1.05
	 	 Times of Day
	  	 	28	  
			
	 1.06
	 	 Letter of Credit Amounts
	  	 	28	  
			
	 1.07
	 	 UCC Terms
	  	 	29	  
			
	 1.08
	 	 Timing of Payment or Performance
	  	 	29	  
		
	 ARTICLE II COMMITMENTS AND CREDIT EXTENSIONS
	  	 	29	  
			
	 2.01
	 	 Loans
	  	 	29	  
			
	 2.02
	 	 Borrowings, Conversions and Continuations of Loans
	  	 	30	  
			
	 2.03
	 	 Letters of Credit
	  	 	31	  
			
	 2.04
	 	 Swingline Loans
	  	 	38	  
			
	 2.05
	 	 Prepayments
	  	 	40	  
			
	 2.06
	 	 Termination or Reduction of Commitments
	  	 	41	  
			
	 2.07
	 	 Repayment of Loans
	  	 	42	  
			
	 2.08
	 	 Interest and Default Rate
	  	 	42	  
			
	 2.09
	 	 Fees
	  	 	43	  
			
	 2.10
	 	 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate
	  	 	43	  
			
	 2.11
	 	 Evidence of Debt
	  	 	44	  
			
	 2.12
	 	 Payments Generally; Administrative Agent’s Clawback
	  	 	44	  
			
	 2.13
	 	 Sharing of Payments by Lenders
	  	 	46	  
			
	 2.14
	 	 Cash Collateral
	  	 	47	  
			
	 2.15
	 	 Defaulting Lenders
	  	 	48	  
		
	 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
	  	 	50	  
			
	 3.01
	 	 Taxes
	  	 	50	  
			
	 3.02
	 	 Illegality
	  	 	53	  
			
	 3.03
	 	 Inability to Determine Rates
	  	 	54	  
			
	 3.04
	 	 Increased Costs; Reserves on Eurodollar Rate Loans
	  	 	54	  
			
	 3.05
	 	 Compensation for Losses
	  	 	55	  
			
	 3.06
	 	 Mitigation Obligations; Replacement of Lenders
	  	 	56	  
			
	 3.07
	 	 Survival
	  	 	56	  
		
	 ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	  	 	57	  
			
	 4.01
	 	 Conditions of Initial Credit Extension
	  	 	57	  
			
	 4.02
	 	 Conditions to all Credit Extensions
	  	 	58	  


  
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	 ARTICLE V REPRESENTATIONS AND WARRANTIES
	  	 	59	  
			
	 5.01
	 	 Existence, Qualification and Power
	  	 	59	  
			
	 5.02
	 	 Authorization; No Contravention
	  	 	59	  
			
	 5.03
	 	 Governmental Authorization; Other Consents
	  	 	59	  
			
	 5.04
	 	 Binding Effect
	  	 	60	  
			
	 5.05
	 	 Financial Statements; No Material Adverse Effect
	  	 	60	  
			
	 5.06
	 	 Litigation
	  	 	60	  
			
	 5.07
	 	 No Default
	  	 	60	  
			
	 5.08
	 	 Ownership of Property; Liens
	  	 	60	  
			
	 5.09
	 	 Environmental Compliance
	  	 	61	  
			
	 5.10
	 	 Insurance
	  	 	61	  
			
	 5.11
	 	 Taxes
	  	 	61	  
			
	 5.12
	 	 ERISA Compliance
	  	 	61	  
			
	 5.13
	 	 Margin Regulations; Investment Company Act
	  	 	62	  
			
	 5.14
	 	 Disclosure
	  	 	62	  
			
	 5.15
	 	 Compliance with Laws
	  	 	63	  
			
	 5.16
	 	 Solvency
	  	 	63	  
			
	 5.17
	 	 Casualty, Etc
	  	 	63	  
			
	 5.18
	 	 OFAC
	  	 	63	  
			
	 5.19
	 	 [Intentionally Omitted]
	  	 	63	  
			
	 5.20
	 	 Subsidiaries; Equity Interests; Loan Parties
	  	 	63	  
			
	 5.21
	 	 Intellectual Property; Licenses, Etc.
	  	 	64	  
		
	 ARTICLE VI AFFIRMATIVE COVENANTS
	  	 	64	  
			
	 6.01
	 	 Financial Statements
	  	 	64	  
			
	 6.02
	 	 Certificates; Other Information
	  	 	65	  
			
	 6.03
	 	 Notices
	  	 	66	  
			
	 6.04
	 	 Payment of Obligations
	  	 	67	  
			
	 6.05
	 	 Preservation of Existence, Etc
	  	 	67	  
			
	 6.06
	 	 Maintenance of Properties
	  	 	67	  
			
	 6.07
	 	 Maintenance of Insurance
	  	 	67	  
			
	 6.08
	 	 Compliance with Laws
	  	 	68	  
			
	 6.09
	 	 Books and Records
	  	 	68	  
			
	 6.10
	 	 Inspection Rights
	  	 	68	  
			
	 6.11
	 	 Use of Proceeds
	  	 	68	  
			
	 6.12
	 	 Additional Guarantors; Pledge of Equity of Foreign Subsidiaries
	  	 	68	  
			
	 6.13
	 	 Covenant to Give Security
	  	 	69	  
			
	 6.14
	 	 Principal Depository
	  	 	69	  
			
	 6.15
	 	 Further Assurances
	  	 	69	  
		
	 ARTICLE VII NEGATIVE COVENANTS
	  	 	70	  
			
	 7.01
	 	 Liens
	  	 	70	  


  
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	 7.02
	 	 Indebtedness
	  	 	71	  
			
	 7.03
	 	 Investments
	  	 	72	  
			
	 7.04
	 	 Fundamental Changes
	  	 	73	  
			
	 7.05
	 	 Dispositions
	  	 	74	  
			
	 7.06
	 	 Restricted Payments
	  	 	74	  
			
	 7.07
	 	 Change in Nature of Business
	  	 	75	  
			
	 7.08
	 	 Transactions with Affiliates
	  	 	75	  
			
	 7.09
	 	 Burdensome Agreements
	  	 	75	  
			
	 7.10
	 	 Use of Proceeds
	  	 	75	  
			
	 7.11
	 	 Financial Covenants
	  	 	75	  
			
	 7.12
	 	 Fiscal Year and Accounting Changes
	  	 	76	  
			
	 7.13
	 	 Sale and Leaseback Transactions
	  	 	76	  
			
	 7.14
	 	 Sanctions
	  	 	76	  
		
	 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
	  	 	76	  
			
	 8.01
	 	 Events of Default
	  	 	76	  
			
	 8.02
	 	 Remedies Upon Event of Default
	  	 	78	  
			
	 8.03
	 	 Application of Funds
	  	 	78	  
		
	 ARTICLE IX ADMINISTRATIVE AGENT
	  	 	79	  
			
	 9.01
	 	 Appointment and Authority
	  	 	79	  
			
	 9.02
	 	 Rights as a Lender
	  	 	80	  
			
	 9.03
	 	 Exculpatory Provisions
	  	 	80	  
			
	 9.04
	 	 Reliance by Administrative Agent
	  	 	81	  
			
	 9.05
	 	 Delegation of Duties
	  	 	81	  
			
	 9.06
	 	 Resignation of Administrative Agent
	  	 	81	  
			
	 9.07
	 	 Non-Reliance on Administrative Agent and Other Lenders
	  	 	82	  
			
	 9.08
	 	 No Other Duties, Etc
	  	 	83	  
			
	 9.09
	 	 Administrative Agent May File Proofs of Claim; Credit Bidding
	  	 	83	  
			
	 9.10
	 	 Collateral and Guaranty Matters
	  	 	84	  
			
	 9.11
	 	 Secured Cash Management Agreements and Secured Hedge Agreements
	  	 	84	  
		
	 ARTICLE X CONTINUING GUARANTY
	  	 	85	  
			
	 10.01
	 	 Guaranty
	  	 	85	  
			
	 10.02
	 	 Rights of Lenders
	  	 	85	  
			
	 10.03
	 	 Certain Waivers
	  	 	85	  
			
	 10.04
	 	 Obligations Independent
	  	 	86	  
			
	 10.05
	 	 Subrogation
	  	 	86	  
			
	 10.06
	 	 Termination; Reinstatement
	  	 	86	  
			
	 10.07
	 	 Stay of Acceleration
	  	 	86	  
			
	 10.08
	 	 Condition of Borrower
	  	 	86	  
			
	 10.09
	 	 Appointment of Borrower
	  	 	86	  
			
	 10.10
	 	 Right of Contribution
	  	 	87	  


  
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	 ARTICLE XI MISCELLANEOUS
	  	 	87	  
			
	 11.01
	 	 Amendments, Etc
	  	 	87	  
			
	 11.02
	 	 Notices; Effectiveness; Electronic Communications
	  	 	89	  
			
	 11.03
	 	 No Waiver; Cumulative Remedies; Enforcement
	  	 	91	  
			
	 11.04
	 	 Expenses; Indemnity; Damage Waiver
	  	 	91	  
			
	 11.05
	 	 Payments Set Aside
	  	 	93	  
			
	 11.06
	 	 Successors and Assigns
	  	 	93	  
			
	 11.07
	 	 Treatment of Certain Information; Confidentiality
	  	 	97	  
			
	 11.08
	 	 Right of Setoff
	  	 	98	  
			
	 11.09
	 	 Interest Rate Limitation
	  	 	98	  
			
	 11.10
	 	 Counterparts; Integration; Effectiveness
	  	 	98	  
			
	 11.11
	 	 Survival of Representations and Warranties
	  	 	99	  
			
	 11.12
	 	 Severability
	  	 	99	  
			
	 11.13
	 	 Replacement of Lenders
	  	 	99	  
			
	 11.14
	 	 Governing Law; Jurisdiction; Etc
	  	 	100	  
			
	 11.15
	 	 Waiver of Jury Trial
	  	 	101	  
			
	 11.16
	 	 Subordination
	  	 	101	  
			
	 11.17
	 	 No Advisory or Fiduciary Responsibility
	  	 	101	  
			
	 11.18
	 	 Electronic Execution of Assignments and Certain Other Documents
	  	 	102	  
			
	 11.19
	 	 USA PATRIOT Act Notice
	  	 	102	  
			
	 11.20
	 	 Time of the Essence
	  	 	102	  
			
	 11.21
	 	 Amendment and Restatement of Existing Credit Agreement
	  	 	102	  
			
	 11.22
	 	 ENTIRE AGREEMENT
	  	 	102	  


  
 iv 









			
	BORROWER PREPARED SCHEDULES
		
	Schedule 5.10	  	Insurance
	Schedule 5.20(a)	  	Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments
	Schedule 5.20(b)	  	Loan Parties
	Schedule 6.14	  	Excluded Accounts
	Schedule 7.01	  	Existing Liens
	Schedule 7.02	  	Existing Indebtedness
	Schedule 7.03	  	Existing Investments
	
	ADMINISTRATIVE AGENT PREPARED SCHEDULES
		
	Schedule 1.01(a)	  	Certain Addresses for Notices
	Schedule 1.01(b)	  	Initial Commitments and Applicable Percentages
	
	EXHIBITS
		
	Exhibit A	  	Form of Revolving Note
	Exhibit B	  	Form of Term Note
	Exhibit C	  	Form of Borrowing Base Certificate
	Exhibit D	  	Form of Compliance Certificate
	Exhibit E	  	Form of Loan Notice
	Exhibit F	  	Form of Swingline Loan Notice
	Exhibit G	  	Form of Assignment and Assumption
	Exhibit H	  	Form of Administrative Questionnaire
	Exhibit I-1	  	Form of U.S. Tax Compliance Certificate
	Exhibit I-2	  	Form of U.S. Tax Compliance Certificate
	Exhibit I-3	  	Form of U.S. Tax Compliance Certificate
	Exhibit I-4	  	Form of U.S. Tax Compliance Certificate


  
 v 







 FIRST AMENDED AND RESTATED CREDIT AGREEMENT 

This FIRST AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 2, 2012, among RIGNET, INC., a Delaware corporation (the
“Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer. 

PRELIMINARY STATEMENTS: 
 A. Borrower has requested that the Lenders, the Swingline Lender and the L/C Issuer make loans and other financial accommodations to Borrower. 

B. The Lenders, the Swingline Lender and the L/C Issuer have agreed to make such loans and other financial accommodations to Borrower on
the terms and subject to the conditions set forth herein. 
 NOW THEREFORE, in consideration of the mutual covenants and
agreements herein contained, 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 Agreement” means that certain Share Purchase Agreement relating to the sale and purchase of the entire issued share capital of Nessco Group Holdings Limited, between
the sellers party thereto and RigNet Scotland. 
 “Administrative Agent” or
“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 Agent’s address and, as appropriate, account as set forth on Schedule 1.01(a), or such other address or account as
Agent may from time to time notify Borrower and the Lenders. 
 “Administrative Questionnaire” means an
Administrative Questionnaire in substantially the form of Exhibit H or any other form approved by Agent. 

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or
more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
 “Aggregate
Commitments” means the Commitments of all the Lenders. 
 “Agreement” means this First
Amended and Restated Credit Agreement and all exhibits and schedules hereto. 
 “Applicable Percentage”
means (a) in respect of the Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the ninth decimal place) of the Term Facility represented by (i) on or prior to the Closing Date, such Term
Lender’s Term Commitment at such time and (ii) thereafter, the outstanding principal amount of such Term Lender’s Term Loans at such time, and (b) in respect of the Revolving Facility,







 
with respect to any Revolving Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Facility represented by such Revolving Lender’s Revolving
Commitment at such time, subject to adjustment as provided in Section 2.15. If the Commitment of all of the Revolving Lenders to make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been
terminated pursuant to Section 8.02, or if the Revolving Commitments have expired, then the Applicable Percentage of each Revolving Lender in respect of the Revolving Facility shall be determined based on the Applicable Percentage
of such Revolving Lender in respect of the Revolving Facility most recently in effect, giving effect to any subsequent assignments. The Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on
Schedule 1.01(b) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. 
 “Applicable Rate” means, for any day, the rate per annum set forth below opposite the applicable Level then in effect (based on the Consolidated Leverage Ratio): 

 

							
	Level	  	 Consolidated Leverage Ratio
	  	Eurodollar Rate 
&
LIBOR Daily Floating Rate	 
	1	  	Less than 0.75 to 1.00	  	 	2.25	% 
	2	  	Greater than or equal to 0.75 to 1.00, but less than 1.50 to 1.00	  	 	2.75	% 
	3	  	Greater than or equal to 1.50 to 1.00, but less than 2.00 to 1.00	  	 	3.25	% 
	4	  	Greater than or equal to 2.00 to 1.00	  	 	3.50	% 

 Any increase or decrease in the Applicable Rate 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 delivered pursuant to Section 6.02(b); provided that, if a Compliance Certificate is not delivered when due in accordance
with such Section, then, upon the request of the Required Lenders, Pricing Level 4 shall apply, in each case as of the fifth Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall
remain in effect until the first Business Day following the date on which such Compliance Certificate is delivered. Notwithstanding anything to the contrary contained in this definition, (a) the determination of the Applicable Rate for any
period shall be subject to the provisions of Section 2.10(b) and (b) the initial Applicable Rate shall be set forth in Level 3 until the first Business Day immediately following the date a Compliance Certificate is delivered
to Agent pursuant to Section 6.02(b) for the fiscal quarter ending September 30, 2012. Any adjustment in the Applicable Rate shall be applicable to all Credit Extensions then existing or subsequently made or issued.

 “Applicable Revolving Percentage” means, with respect to any Revolving Lender at any time, such
Revolving Lender’s Applicable Percentage in respect of the Revolving Facility at such time. 
 “Appropriate
Lender” means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time, (b) with respect to the Letter of Credit Sublimit,
(i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03, the Revolving Lenders and (c) with respect to the Swingline Sublimit, (i) the Swingline Lender and (ii) if
any Swingline Loans are outstanding pursuant to Section 2.04(a), the Revolving Lenders. 

“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. 

  
 2 







 “Assignment and Assumption” means an assignment and assumption
entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by Agent, in substantially the form of Exhibit G or any other form
(including electronic documentation generated by MarkitClear or other electronic platform) approved by Agent. 

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the
capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP or IFRS, as applicable, and (b) in respect of any Synthetic Lease Obligation, 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 or IFRS, as applicable, if such lease were accounted for as a Capitalized Lease. 

“Audited Financial Statements” means the audited Consolidated balance sheet of Borrower and its Subsidiaries for
the fiscal year ended December 31, 2011, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of Borrower and its Subsidiaries, including the notes thereto. 

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.03(b)(iv).

 “Availability Period” means, in respect of the Revolving Facility, the period from and including the
Closing Date to the earliest of (a) the Maturity Date for the Revolving Facility, (b) the date of termination of the Revolving Commitments pursuant to Section 2.06, and (c) the date of termination of the Commitment
of each Revolving Lender to make Revolving Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02. 
 “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 0.50%, (b) the rate of interest in effect for such day
as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate for an Interest Period of one month plus 1.00%. 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
such 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. 
 “Base Rate Loan” means a Revolving Loan or a Term Loan that bears interest based on the Base Rate. No Loan shall be a Base Rate Loan unless required or permitted by
Section 3.02 or Section 3.03. 
 “BBA LIBOR” means the British
Bankers Association LIBOR Rate. 
 “BofA Bonding Facility” means a credit facility pursuant to which
Bank of America or any of its Affiliates may from time to time issue bank guaranties for the account of Nessco Group or any of its Subsidiaries. 
 “Borrower” has the meaning specified in the introductory paragraph hereto. 
 “Borrower Account” has the meaning specified in Section 2.12(a)(ii). 
 “Borrower Materials” has the meaning specified in Section 6.02. 

  
 3 







 “Borrowing” means a Revolving Borrowing, a Swingline Borrowing or a
Term Borrowing, as the context may require. 
 “Borrowing Base” means, when determined, an amount equal
to 80% of Eligible Receivables, less any Reserves established by Agent upon at least three (3) Business Days’ notice to Borrower and in effect from time to time. 
 “Borrowing Base Certificate” means a certificate substantially in the form of Exhibit B signed by a Responsible Officer and which contains such other information
as Agent may reasonably request with respect to the aging of accounts receivable. 
 “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 Agent’s Office is located and, if such day relates to any Eurodollar Rate
Loan, means any such day that is also a London Banking Day. 
 “Capital Expenditures” means, with
respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset. 
 “Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases. 

“Cash Collateralize” means, to pledge and deposit with or deliver to Agent, for the benefit of one or more of the
L/C Issuers or the Lenders, as collateral for L/C Obligations, the Obligations, or obligations of the Revolving Lenders to fund participations in respect of L/C Obligations, (a) cash or deposit account balances, (b) backstop letters of
credit entered into on terms, from issuers and in amounts satisfactory to Agent and the applicable L/C Issuer, and/or (c) if Agent and the applicable L/C Issuer shall agree, in their sole discretion, other credit support, in each case, in
Dollars and pursuant to documentation in form and substance satisfactory to Agent and such L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash Collateral
and other credit support. 
 “Cash Equivalents” means any of the following types of Investments, to the
extent owned by Borrower or any of its Subsidiaries free and clear of all Liens (other than Permitted Liens): 
 (a) readily
marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than three hundred sixty days (360) days from the date of
acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof; 
 (b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United
States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a
member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each
case with maturities of not more than ninety (90) days from the date of acquisition thereof; 
 (c) commercial paper issued
by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by
S&P, in each case with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof; 

  
 4 







 (d) Investments, classified in accordance with GAAP as current assets of Borrower or any of
its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the
portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition; and 
 (e) other short-term investments in a currency other than Dollars (provided that such alternate currency is readily available, freely traded, and is one in which deposits are customarily offered to banks
in the London interbank market), utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to preceding clauses (a) through (d). 

“Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide 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. 
 “Cash Management Bank” means any Person in its capacity as a party to a Cash Management Agreement that, at the time it enters into a Cash Management Agreement with a Loan Party, is
a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, however, that for any of
the foregoing to be included as a “Secured Cash Management Agreement” on any date of determination by Agent, the applicable Cash Management Bank (other than Agent or an Affiliate of Agent) must have delivered a Secured Party
Designation Notice to Agent prior to such date of determination. 
 “CFC” means a Person that is a
controlled foreign corporation under Section 957 of the Code. 
 “Change in Law”
means the occurrence, after the Closing Date, 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 (whether or not having the force of law) by any Governmental Authority;
provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and
(ii) 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, with respect to Borrower, an event or series of events by which: 
 (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or
its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than any Permitted Investor, becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable
immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 30% or more of the equity securities of such Person entitled to vote for members of the board of directors or equivalent governing
body of such Person on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or 

  
 5 







 (b) during any period of 24 consecutive months, a majority of the members of the board of
directors or other equivalent governing body of such Person cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that
board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose
election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that
board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body
occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the
board of directors). 
 “Closing Date” means the date hereof. 

“Clydesdale Bonding Facility Agreement” means that certain facility letter dated August 17, 2011, between
Clydesdale Bank PLC, Nessco Group Holdings Limited and Nesscoinvsat Limited, together with all exhibits, schedules, and annexes thereto, in each case as amended, restated, or supplemented from time to time. 

“Code” means the Internal Revenue Code of 1986. 

“Collateral” means all of the “Collateral” and the “Pledged
Collateral” referred to in the Collateral Documents, and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of Agent for the benefit of the Secured Parties.

 “Collateral Documents” means, collectively, each Security Agreement, each Pledge Agreement, each
Joinder Agreement, each of the mortgages, collateral assignments, security agreements, pledge agreements or other similar agreements delivered to Agent pursuant to Section 6.14, and each of the other agreements, instruments or
documents that creates or purports to create a Lien in favor of Agent for the benefit of the Secured Parties. 

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

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

 “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income
or profits (however denominated) or that are franchise Taxes or branch profits Taxes. 

“Consolidated” shall mean, when used with reference to financial statements or financial statement items of
Borrower and its Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP or IFRS, as applicable. 

“Consolidated EBITDA” means, for any period, the sum of the following determined on a Consolidated basis, without
duplication, for Borrower and its Subsidiaries in accordance with GAAP or IFRS, as applicable, (a) Consolidated Net Income for the most recently completed Measurement Period; plus (b) the following to the extent deducted in
calculating such Consolidated Net Income (without duplication): (i) Consolidated Interest Charges, (ii) the provision for federal, state, local and foreign income Taxes payable, (iii) depreciation and amortization expense, and
(iv) non-cash charges and losses (excluding any such non-cash charges or losses to the extent (A) there were cash charges with respect to such charges and losses in past accounting periods or (B) there is a reasonable expectation that
there will be cash charges with respect to such charges and losses in future accounting periods), and (v) all other non-cash finance expenses (including but not limited to (A) changes in


  
 6 







 
valuations of preferred stock, and (B) non-share based compensation expenses); plus (c) (i) for the Measurement Period ending September 30, 2012, $4,932,750,
(ii) for the Measurement Period ending December 31, 2012, $3,288,500, and (iii) for the Measurement Period ending March 31, 2013, $1,644,250; plus (d) to the extent approved by Agent, transaction costs and expenses
incurred by Borrower and its Subsidiaries in connection with (i) this Agreement, (ii) the Acquisition Agreement, and (iii) the consummation of the Nessco Acquisition; less (e) without duplication and to the extent
reflected as a gain or otherwise included in the calculation of Consolidated Net Income for such period, non-cash gains (excluding any such non-cash gains to the extent (i) there were cash gains with respect to such gains in past accounting
periods or (ii) there is a reasonable expectation that there will be cash gains with respect to such gains in future accounting periods). 
 “Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) (without duplication) (i) Consolidated EBITDA, less
(ii) cash Taxes, less (iii) Restricted Payments paid in cash by Borrower to the owners of its Equity Interests, less (iv) $1,250,000 attributable to Maintenance Capital Expenditures, plus (v) any voluntary
prepayment of the Obligations, in each case for the applicable Measurement Period, to (b) the sum of (i) current maturities of long term Indebtedness (including, but not limited to, any Subordinated Debt and Capitalized Leases), but
in each case excluding the scheduled principal payment due and payable by Borrower on the Maturity Date under any Loan made pursuant to this Agreement, plus (ii) Consolidated Interest Charges for the applicable Measurement Period,
plus (iii) plus principal payments made in respect of Subordinated Debt for the applicable Measurement Period. 

“Consolidated Funded Indebtedness” means, as of any date of determination, for Borrower and its Subsidiaries on a
Consolidated basis, the sum (without duplication) of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds,
debentures, notes, loan agreements or other similar instruments; (b) all purchase money Indebtedness; (c) 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; (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);
(e) all Attributable Indebtedness; (f) all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option to acquire such Equity
Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) without duplication, all Guarantees with respect to outstanding
Indebtedness of the types specified in clauses (a) through (f) above of Persons other than Borrower or any Subsidiary; and (h) all Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or
joint venture (other than a joint venture that is itself a corporation or limited liability company) in which Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to Borrower
or such Subsidiary. 
 “Consolidated Interest Charges” means, for any Measurement Period, the sum of
(a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the
extent treated as interest in accordance with GAAP or IFRS, as applicable, plus (b) all interest paid or payable with respect to discontinued operations, plus (c) the portion of rent expense under Capitalized Leases that is treated as
interest in accordance with GAAP or IFRS, as applicable, in each case, of or by Borrower and its Subsidiaries on a Consolidated basis for the most recently completed Measurement Period. 

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded
Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Measurement Period. 

“Consolidated Net Income” means, at any date of determination, the net income (or loss) of Borrower and its
Subsidiaries on a Consolidated basis for the most recently completed Measurement Period; provided that 

  
 7 







 
Consolidated Net Income shall exclude (a) extraordinary gains and extraordinary losses for such Measurement Period, (b) the net income of any Subsidiary during such Measurement Period
to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such
Subsidiary during such Measurement Period, except that Borrower’s equity in any net loss of any such Subsidiary for such Measurement Period shall be included in determining Consolidated Net Income, and (c) any income (or loss) for
such Measurement Period of any Person if such Person is not a Subsidiary, except that Borrower’s equity in the net income of any such Person for such Measurement Period shall be included in Consolidated Net Income up to the aggregate amount of
cash actually distributed by such Person during such Measurement Period to Borrower or a Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from
further distributing such amount to Borrower as described in clause (b) of this proviso). 
 “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. 

“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. 
 “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) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2%) in excess of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not
specified or available, a rate per annum equal to the LIBOR Daily Floating Rate plus the Applicable Rate for Revolving Loans that are LIBOR Daily Floating Rate Loans plus two percent (2%), in each case, to the fullest extent permitted by applicable
Law. 
 “Defaulting Lender” means, subject to Section 2.15(b), any Lender that
(a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies Agent and Borrower in writing that such failure is the
result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or
(ii) pay to Agent, the L/C Issuer, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two
(2) Business Days of the date when due, (b) has notified Borrower, Agent, the L/C Issuer or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that
effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition
precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by Agent or Borrower, to
confirm in writing to Agent and Borrower that it will comply with its prospective funding 

  
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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 Agent and 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) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and the
effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by Agent in a
written notice of such determination, which shall be delivered by Agent to Borrower, the L/C Issuer, the Swingline Lender and each other Lender promptly following such determination. 

“Designated Jurisdiction” means any country or territory to the extent that such country or territory is the
subject of any Sanction. 
 “Disposition” or “Dispose” means the sale, transfer,
license, lease or other disposition (including any Sale and Leaseback Transaction) of any property by any Loan Party or Subsidiary, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts
receivable or any rights and claims associated therewith. For the avoidance of doubt, a Disposition shall not include any Involuntary Disposition or the issuance by any Person of its Equity Interests. 

“Dollar” and “$” mean lawful money of the United States. 

“Dollar Equivalent” means, at any time, with respect to any amount denominated in a currency other than Dollars,
the equivalent amount thereof in Dollars as determined by Agent using the buy and sell spot rates of exchange quoted by Agent’s foreign exchange trading office. 
 “Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any State thereof, or the District of Columbia. 

“Eligible Assignee” means any Person that meets the requirements to be an assignee under
Section 11.06 (subject to such consents, if any, as may be required under Section 11.06(b)(iii)). 
 “Eligible Receivables” means Receivables of the Borrower and its Domestic Subsidiaries subject to the Lien of the Collateral Documents, the value of which shall be determined by
taking into consideration, among other factors, their book value determined in accordance with GAAP or IFRS, as applicable; provided that, none of the following classes of Receivables shall be deemed to be Eligible Receivables: 

(a) Receivables that do not arise out of sales of goods or rendering of services in the ordinary course of the Borrower’s business;

 (b) Receivables that arise from the sale or lease of goods or from services rendered if such goods have not been shipped or
delivered to the account debtor under such account or such services have not been fully performed and have not been accepted by the account debtor, and such Company’s full right to payment for all sums due from such account debtor with respect
to such account has not been earned and is not yet due and payable; 

  
 9 







 (c) Receivables payable other than in Dollars or that are otherwise on terms other than
those normal or customary in the Borrower’s business; 
 (d) Receivables owing from any Person that is an Affiliate of the
Borrower; 
 (e) Receivables more than ninety (90) days past original invoice date or more than sixty (60) days past
the date due; 
 (f) Receivables owing from any Person from which an aggregate amount of more than 20% of the Receivables owing
therefrom would not be Eligible Receivables under clause (e) of this definition; 
 (g) Receivables owing from any
Person that (i) has disputed liability for any Receivable owing from such Person or (ii) has otherwise asserted any claim, demand or liability against the Borrower or any of its Subsidiaries, whether by action, suit, counterclaim or
otherwise; 
 (h) Receivables owing from any Person that shall take or be the subject of any action or proceeding of a type
described in Section 8.01(f), except to the extent that such Person has caused a letter of credit which is acceptable to Agent to be issued for the benefit of the Borrower or the applicable Domestic Subsidiary to support the
payment of such Receivable; 
 (i) Receivables (i) owing from any Person that is also a supplier to or creditor of the
Borrower or any of its Subsidiaries, or (ii) representing any manufacturer’s or supplier’s credits, discounts, incentive plans or similar arrangements entitling the Borrower or any of its Subsidiaries to discounts on future purchase
therefrom; 
 (j) Receivables arising out of sales to account debtors outside the United States, provided that, such
Receivables shall be Eligible Receivables if such Receivables would otherwise qualify as Eligible Receivables but for this clause (j) and either (A) such Receivables are fully backed by an irrevocable letter of credit on terms, and
issued by a financial institution, acceptable to Agent and such irrevocable letter of credit is in the possession of Agent, or (B) the aggregate amount of all such Receivables (exclusive of any Receivables described in immediately preceding
subclause (A)) do not in the aggregate exceed $1,000,000; 
 (k) Receivables arising out of sales on a bill-and-hold,
guaranteed sale, sale-or-return, sale on approval or consignment basis or subject to any right of return, setoff or charge back; 
 (l) Receivables that constitute, require or provide for progress billings, retainages or deferred payments under a contract not fully performed; 

(m) Receivables owing from an account debtor that is an agency, department or instrumentality of the United States or any state thereof
unless the Borrower or its relevant Subsidiary shall have satisfied the requirements of the Assignment of Claims Act of 1940, and any similar state legislation and Agent is satisfied as to the absence of setoffs, counterclaims and other defenses on
the part of such account debtor, in each case pursuant to documentation and on terms acceptable to Agent in its reasonable discretion; 
 (n) Receivables that are owed by an account debtor whose aggregate account balance with Borrower exceeds twenty-five percent (25%) of the total value of Borrower’s total Receivables, provided
that, such Receivables shall be excluded from the definition of Eligible Receivables only to the extent to which such Receivables exceed twenty-five percent (25%) of the Receivables of Borrower; 

(o) Receivables with respect to which the representations and warranties set forth in the Loan Documents applicable to Receivables are
not true and correct in any material respect; and 

  
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 (p) Receivables in respect of which Agent, after giving effect to the related filings of
financing statements that have then been made, if any, does not or has ceased to have a valid and perfected first priority lien or security interest for the benefit of the Secured Parties, securing the Obligations. 

“Environmental Laws” means any and all applicable federal, state, local, and foreign 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 Borrower, any other Loan Party or any of their respective 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. 
 “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 Borrower within the meaning of Section 414(b) or
(c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of any
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 an Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification
that a Multiemployer Plan is in reorganization, insolvent or endangered status; (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; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) 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; (g) 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 Code or Sections 303, 304 and 305 of ERISA; or (h) 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. 
 “Eurodollar Base
Rate” has the meaning specified in the definition of Eurodollar Rate. 

  
 11 








 “Eurodollar Rate” means for any Interest Period with respect to a
Eurodollar Rate Loan, a rate per annum determined by Agent pursuant to the following formula: 
  

					
	Eurodollar Rate =	  	 Eurodollar Base Rate
	  	
	  	    1.00 – Eurodollar Reserve Percentage    	  	

 Where, 

“Eurodollar Base Rate” means, for such Interest Period, the rate per annum equal to BBA LIBOR, as
published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by Agent from time to time) at approximately 11:00 a.m., London time, two (2) London Banking Days prior to the commencement of such
Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurodollar Base Rate” for
such Interest Period shall be the rate per annum determined by Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being
made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately
11:00 a.m. (London time) two (2) London Banking Days prior to the commencement of such Interest Period. 

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar
Rate, but excluding any Loan that bears interest based on the LIBOR Daily Floating Rate. 
 “Eurodollar
Reserve Percentage” means, for any day during any Interest Period, 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 shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage. 

“Event of Default” has the meaning specified in Section 8.01. 

“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 or profits (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 Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the
extent that, pursuant to in Section 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 Credit Agreement” means that certain Credit Agreement dated as of May 29, 2009, among Borrower,
the lenders party thereto, and Bank of America, as Administrative Agent for itself and the other lenders 

  
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party thereto, as amended by that certain First Amendment to Credit Agreement dated as of June 10, 2010, that certain Second Amendment to Credit Agreement dated as of August 19, 2010,
that certain Third Amendment to Credit Agreement dated as of November 9, 2010, that certain Fourth Amendment to Credit Agreement dated as of May 27, 2011, and as further amended or supplemented prior to the date hereof. 

“Facility” means the Term Facility or the Revolving Facility, as the context may require. 

“Facility Termination Date” means the date as of which all of the following shall have occurred: (a) the
Aggregate Commitments have terminated, (b) all Obligations have been paid in full (other than contingent indemnification obligations), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other
arrangements with respect thereto satisfactory to Agent and the L/C Issuer shall have been made). 
 “FASB
ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this
Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof. 

“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 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 Agent. 
 “Fee Letter” means that certain letter agreement, dated July 2, 2012,
between Borrower and Bank of America, N.A., as amended, restated or supplemented from time to time. 
 “Foreign
Benefit Arrangement” means any employee benefit arrangement mandated by or maintained under any non-U.S. law or jurisdiction that is maintained or contributed by any Loan Party or ERISA Affiliate. 

“Foreign Lender” means (a) if Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if
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 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 that is a Revolving Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable 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 Revolving Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline Loans other
than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders in accordance with the terms hereof. 

  
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 “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. 
 “Funding Indemnity Letter” means a funding indemnity letter, in form and substance acceptable to Agent and its counsel. 

“GAAP” means generally accepted accounting principles in the United States of America applied on a consistent
basis and subject to the terms of Section 1.03. 
 “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). 

“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 of the kind described in clauses (a) through (g) of the definition thereof 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 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 of the kind described in clauses (a) through (g) of the definition thereof or other obligation of any other Person, whether or not such
Indebtedness or other obligation is assumed or expressly undertaken 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. 

“Guarantors” means the Subsidiaries of Borrower as are or may from time to time become parties to this Agreement
pursuant to Section 6.13. 
 “Guaranty” means, collectively, the Guaranty made by the
Guarantors under Article X in favor of the Secured Parties, together with each other guaranty delivered pursuant to Section 6.13. 
 “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. 

“Hedge Bank” means any Person in its capacity as a party to a Swap Contract that, at the time it enters into a
Swap Contract not prohibited under Article VI or VII, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Swap Contract (even if such Person ceases to be a Lender or such Person’s Affiliate
ceased to 

  
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be a Lender); provided that, in the case of a Secured Hedge Agreement with a Person who is no longer a Lender (or Affiliate of a Lender), such Person shall be considered a Hedge Bank only
through the stated termination date (without extension or renewal) of such Secured Hedge Agreement and provided further, that for any of the foregoing to be included as a “Secured Hedge Agreement” on any date of determination
by Agent, the applicable Hedge Bank (other than Agent or an Affiliate of Agent) must have delivered a Secured Party Designation Notice to Agent prior to such date of determination. 

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

“IFRS” means the International Financial Reporting Standards adopted by the International Accounting Standards
Board, that are applicable to the circumstances as of the date of determination. 
 “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 or IFRS, as applicable: 

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan
agreements or other similar instruments; 
 (b) the maximum amount of all direct or contingent obligations of such Person
arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; 
 (c) net obligations of such Person under any Swap Contract; 
 (d) all obligations
of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, in each case, not past due for more than 60 days after the due date therefor or outstanding for more
than 90 days after the date on which such trade account payable was created unless such account is being contested in good faith and appropriate reserves made); 
 (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title
retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; 
 (f)
all Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt of such Person; 
 (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person or any warrant, right or option
to acquire any such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and 

(h) all Guarantees of such Person in respect of any of the foregoing. 

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a
joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation
under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. 

  
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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 Debt” has the meaning specified in Section 7.02. 

“Interest Payment Date” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period
applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three (3) months, the respective dates that fall every
three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates; (b) as to any LIBOR Daily Floating Rate Loan, the last day of each month and the Maturity Date of the Facility under which such Loan was
made (with Swingline Loans being deemed made under the Revolving Facility for purposes of this definition); and (c) as to any Base Rate Loan, the last day of each month and the Maturity Date of the Facility under which such Loan was made.

 “Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such
Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one (1), two (2), or three (3) or, only if available to all of the Lenders, six (6) months thereafter, as selected by 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; and 

(c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made. 

“Interest Rate Change Date” means the first day of each month; provided that, if such date is not a
Business Day, then the “Interest Rate Change Date” shall be the next succeeding Business Day. 

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by
means of (a) the purchase or other acquisition of Equity Interests 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 interest in,
another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person. 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. 

“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for
public use of, any property of any Loan Party or any Subsidiary. 
 “IRS” means the United States
Internal Revenue Service. 

  
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 “ISP” means, with respect to any standby 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 Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit. 
 “Joinder Agreement” means a joinder agreement in form and substance acceptable to Agent and its counsel which is executed and delivered in accordance with the provisions of
Sections 6.13 and 6.14. 
 “Laws” means, collectively, all applicable
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 Revolving Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Percentage. 
 “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 Revolving
Borrowing. 
 “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, or any successor issuer of Letters of Credit hereunder. 
 “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. 
 “Lender” 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, unless the context requires otherwise,
includes the Swingline Lender. 
 “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 Borrower and Agent. 
 “Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit. 

“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. 

  
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 “Letter of Credit Expiration Date” means the day that is seven
(7) days prior to the Maturity Date then in effect for the Revolving Facility (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” means an amount equal to the lesser of (a) $1,000,000 and (b) the Revolving Facility. The Letter of Credit Sublimit is part of, and not
in addition to, the Revolving Facility. 
 “LIBOR Daily Floating Rate” means the rate per annum equal to
(a) BBA LIBOR at approximately 11:00 a.m., London time determined two London Banking Days prior to such date for dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (b) if such
published rate is not available at such time for any reason, the rate per annum determined by Agent to be the rate at which deposits in dollars for delivery on the date of determination in same day funds in the approximate amount of the ABR Loan
being made or maintained and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at the date and time of determination. Any change in the
LIBOR Daily Floating Rate due to a change in BBA LIBOR shall be effective from and including the effective date of such change in BBA LIBOR. 
 “LIBOR Daily Floating Rate Loan” means a Loan that bears interest based on the LIBOR Daily Floating Rate. 
 “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), 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). 

“Loan” means an extension of credit by a Lender to Borrower under Article II in the form of a Term Loan, a
Revolving Loan or a Swingline Loan. 
 “Loan Documents” means, collectively, (a) this Agreement,
(b) the Notes, (c) the Guaranty, (d) the Collateral Documents, (e) the Fee Letter, (f) each Issuer Document, (g) each Joinder Agreement, (h) any agreement creating or perfecting rights in Cash Collateral pursuant
to the provisions of Section 2.14, and (i) Post-Closing Agreement, but specifically excluding any Secured Hedge Agreement or any Secured Cash Management Agreement. 

“Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other,
or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit E. 

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

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the
London interbank eurodollar market. 
 “Maintenance Capital Expenditures” means Capital Expenditures
which are properly charged to current operations and are made in connection with normal replacements and maintenance in respect of any fixed or capital asset. 
 “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 Borrower and its 

  
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Subsidiaries taken as a whole; (b) a material impairment of the ability of Borrower, or the Loan Parties taken as a whole, to perform their obligations under any Loan Document to which it is
a party; (c) a material adverse effect upon the legality, validity, binding effect or enforceability against Borrower or any of its Subsidiaries of any Loan Document to which it is a party; or (d) a material adverse effect on the interest
of the Loan Parties, taken as a whole, in, or the value, perfection or priority of Agent’s security interest in a material portion of the Collateral. 
 “Material Foreign Subsidiary” means each of (a) RigNet Europe AS, an entity organized under the laws of Norway, (b) RigNet PTE, Ltd., an entity organized under the laws
of Singapore, (c) ComPetro Comunicações Holdings do Brasil Ltda., an entity organized under the laws of Brazil, (d) RigNet Luxembourg, and (e) each other Significant Subsidiary of Borrower that (i) is a CFC and
(ii) is not owned or deemed to be owned for U.S. tax purposes by a CFC, directly or indirectly. 
 “Maturity
Date” means (a) with respect to the Revolving Facility, July 2, 2017, and (b) with respect to the Term Facility, July 2, 2017; provided, however, that, in each case, if such date is not a Business Day,
the Maturity Date shall be the next preceding Business Day. 
 “Measurement Period” means, at any date
of determination, the most recently completed four (4) fiscal quarters of Borrower or, if fewer than four (4) consecutive fiscal quarters of Borrower have been completed since the Closing Date, the fiscal quarters of Borrower that have
been completed since the Closing Date. 
 “Minimum Collateral Amount” means, at any time, (a) with
respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during any period when a Lender constitutes a Defaulting Lender, an amount equal to 102% of the Fronting Exposure of the L/C
Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(i),
(a)(ii), (a)(iii) or (a)(iv), an amount equal to 102% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by Agent and the L/C Issuer in their sole discretion but in no event to exceed
102% of such liabilities. 
 “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 (5) plan years, has made or been obligated to make contributions.

 “Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including Borrower
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. 
 “Nessco Group” means Nessco Group Holdings Limited, an entity incorporated under the laws of Scotland. 
 “Nessco Acquisition” means the acquisition by RigNet Scotland of all of the Equity Interests of Nessco Group pursuant to, and in accordance with the terms of, the Acquisition
Agreement. 
 “Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds received by any
Loan Party or any Subsidiary in respect of any Disposition, or Involuntary Disposition, net of (a) direct costs and expenses incurred in connection therewith (including, without limitation, legal, accounting and investment banking fees and
sales commissions), (b) taxes paid or payable as a result thereof (including, in respect of any Disposition or Involuntary Disposition by a Foreign Subsidiary or CFC, taxes paid or payable upon the repatriation of any such proceeds) and
(c) in the case of any Disposition or any Involuntary Disposition, the amount necessary to retire any Indebtedness secured by a Permitted Lien (ranking senior to any Lien of Agent) on the related property; it being


  
 19 








 
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
any Loan Party or any Subsidiary in any Disposition, or Involuntary Disposition. 
 “Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders, or all Lenders or all affected Lenders in a Facility or all Lenders entitled to
payment, in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders. 
 “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time. 
 “Non-Extension Notice Date” has the meaning specified in Section 2.03(b)(iv). 

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

“NPL” means the National Priorities List under CERCLA. 

“Obligations” means (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 and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and
disbursements of counsel, in each case 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 pursuant to 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. 
 “OFAC” means the Office of Foreign Assets Control of the United States Department of the
Treasury. 
 “Organization Documents” means, (a) with respect to any corporation, the certificate
or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or
organization and operating agreement or limited liability company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction); (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 (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) and (d) with respect to all entities, 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 (or equivalent or comparable documents with
respect to any non-U.S. jurisdiction). 
 “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). 

  
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 “Outstanding Amount” means (a) with respect to Term Loans,
Revolving Loans and Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Loans and Swingline Loans, as the case may be, occurring
on such date; and (b) with respect to any L/C Obligations on any date, the amount 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 Borrower of Unreimbursed Amounts. 

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

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

“PBGC” means the Pension Benefit Guaranty Corporation. 

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

“Pension Funding Rules” means the rules of the 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 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 Code and Sections 302, 303, 304 and 305 of ERISA. 

“Pension Plan” means any employee pension benefit plan (other than a Multiemployer Plan, but including a Multiple
Employer 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 Code.

 “Permitted Investors” means each of (a) Cubera Private Equity, (b) Altira Group LLC, and
(c) T. Rowe Price, and for each of them shall include its respective investment funds, investment entities which it, or its officers or employees (i) manage or control, (ii) holds a contract management responsibility for, or
(iii) in which it holds a profits interest. 
 “Permitted Transfers” means (a) Dispositions of
inventory in the ordinary course of business; (b) Dispositions of property to Borrower or any Subsidiary; provided that, if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party, or
(ii) such transaction must be an intercompany Investment permitted under Section 7.03(c); (c) Dispositions of accounts receivable in connection with the collection or compromise thereof; (d) licenses, sublicenses,
leases or subleases granted to others not interfering in any material respect with the business of Borrower and its Subsidiaries; and (e) the sale or disposition of Cash Equivalents for fair market value. 

“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 Borrower 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 6.02. 
 “Pledge Agreement” means each pledge agreement in form and substance
reasonably acceptable to Agent and its counsel, executed by a Loan Party in favor of Agent. 

  
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 “Pledged Collateral” has the meaning specified in each Pledge
Agreement. 
 “Post-Closing Agreement” means that certain Post-Closing Agreement between Borrower and
Agent dated as of the date hereof. 
 “Public Lender” has the meaning specified in
Section 6.02. 
 “Qualifying Control Agreement” means an agreement, among a Loan
Party, a depository institution or securities intermediary and Agent, which agreement is in form and substance reasonably acceptable to Agent and which provides Agent with “control” (as such term is used in Article 9 of the
UCC) over the deposit account(s) or securities account(s) described therein. 

“Receivables” means “accounts” as defined in the UCC, including any and all rights to payment for the
sale or lease of goods or rendition of services. 
 “Recipient” means 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. 

“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, administrators, managers, advisors and representatives 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 (30) day notice period has been
waived. 
 “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or
continuation of Term Loans or Revolving Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swingline Loan, a Swingline Loan Notice. 

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing at least 66-2/3% of the
Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, (a) the amount of any participation in any Swingline Loan and
Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swingline Lender or L/C Issuer, as the case may be, in making
such determination, and (b) if there are only two Lenders, then Required Lenders shall mean both Lenders. 

“Reserves” means reserves established from time to time by Agent in its reasonable credit judgment against
Eligible Receivables or the Borrowing Base. 
 “Responsible Officer” means the chief executive officer,
president, chief financial officer, treasurer, assistant treasurer or controller 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 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. To the extent requested by Agent, each Responsible Officer will provide an incumbency
certificate, in form and substance reasonably satisfactory to Agent. 

  
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 “Restricted Payment” means (a) any dividend or other
distribution, direct or indirect, on account of any shares (or equivalent) of any class of Equity Interests of Borrower or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar
payment (whether in cash, securities or other property), purchase or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class of Equity Interests of Borrower or any of its Subsidiaries, now or hereafter
outstanding, including, but not limited to, any sinking fund or similar deposit, (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Interests
of any Loan Party or any of its Subsidiaries, now or hereafter outstanding. 
 “Revolving Borrowing”
means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Lenders pursuant to Section 2.01(b).

 “Revolving Commitment” means, as to each Revolving Lender, its obligation to (a) make Revolving
Loans to Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swingline Loans, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender’s name on Schedule 1.01(b) under the caption “Revolving Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Revolving Commitment of all of the Revolving Lenders on the Closing Date shall be $10,000,000. 

“Revolving Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its
outstanding Revolving Loans and such Lender’s participation in L/C Obligations and Swingline Loans at such time. 

“Revolving Facility” means, at any time, the aggregate amount of the Revolving Lenders’ Revolving
Commitments at such time. 
 “Revolving Lender” means, at any time, (a) so long as any Revolving
Commitment is in effect, any Lender that has a Revolving Commitment at such time or (b) if the Revolving Commitments have terminated or expired, any Lender that has a Revolving Loan or a participation in L/C Obligations or Swingline Loans at
such time. 
 “Revolving Loan” has the meaning specified in Section 2.01(b).

 “Revolving Note” means a promissory note made by Borrower in favor of a Revolving Lender evidencing
Revolving Loans or Swingline Loans, as the case may be, made by such Revolving Lender, substantially in the form of Exhibit A. 
 “RigNet Luxembourg” means RigNet Global Holdings S.a.r.l., an entity organized under the laws of Luxembourg 

“RigNet Scotland” means RigNet Scotland Limited, an entity organized under the laws of Scotland. 

“RigNet UK Holdings” means RigNet UK Holdings Limited, an entity organized under the laws of the Scotland.

 “Sanction(s)” 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. 

  
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 “S&P” means Standard & Poor’s Financial Services
LLC, a subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto. 
 “Sale and Leaseback
Transaction” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Loan Party or such Subsidiary 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. 
 “Secured Cash Management Agreement” means any Cash Management Agreement between
the any Loan Party and any of its Subsidiaries and any Cash Management Bank. 
 “Secured Hedge
Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract permitted under Article VI or VII between any Loan Party and any of its Subsidiaries and any Hedge Bank. 

“Secured Obligations” means (a) all Obligations, (b) all obligations arising under Secured Cash
Management Agreements and Secured Hedge Agreements and (c) all costs and expenses incurred in connection with enforcement and collection of the foregoing to the extent required to be paid by any Loan Party under any Loan Document, including the
fees, charges and disbursements of counsel, in each case 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. 
 “Secured Parties” means, collectively, Agent, the Lenders, the L/C Issuer, the Hedge
Banks, the Cash Management Banks, the Indemnitees, each co-agent or sub-agent appointed by Agent from time to time pursuant to Section 9.05. 
 “Secured Party Designation Notice” shall mean a notice from any Lender or an Affiliate of a Lender in form and substance acceptable to Agent and its counsel. 

“Security Agreement” means each security agreement in form and substance reasonably acceptable to Agent and its
counsel, executed by a Loan Party in favor of Agent. 
 “Significant Subsidiary” means, at any time,
each Subsidiary of Borrower that owns 15% or more of the total assets or earns 15% percent or more of the total income of Borrower and its Subsidiaries on a Consolidated basis. 

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination,
that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable 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, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond
such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would
constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of


  
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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 Property” means the particular assets
identified in writing to Agent by Borrower on the Closing Date. 
 “Subordinated Debt” means
Indebtedness incurred by any Loan Party which by its terms (a) is subordinated in right of payment to the prior payment of the Obligations and (b) contains other terms, including without limitation, standstill, interest rate, maturity and
amortization, and insolvency-related provisions, in all respects acceptable to Agent in its sole discretion. 

“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 Voting Stock is 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 Borrower. 
 “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange
transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the
foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are
subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such
master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. 
 “Swap 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). 
 “SWIFT” has the meaning specified in
Section 2.03(f). 
 “Swingline Borrowing” means a borrowing of a Swingline Loan
pursuant to Section 2.04. 
 “Swingline Lender” means Bank of America in its capacity
as provider of Swingline Loans, or any successor swingline lender hereunder. 
 “Swingline Loan” has the
meaning specified in Section 2.04(a). 
 “Swingline Loan Notice” means a notice of a
Swingline Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit F. 

  
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 “Swingline Sublimit” means an amount equal to the lesser of
(a) $2,000,000, (b) the Borrowing Base, and (c) the Revolving Facility. The Swingline Sublimit is part of, and not in addition to, the Revolving Facility. 
 “Synthetic Debt” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person
that are intended to function primarily as a borrowing of funds but are not otherwise included in the definition of “Indebtedness” or as a liability on the Consolidated balance sheet of such Person and its Subsidiaries in accordance with
GAAP or IFRS, as applicable. 
 “Synthetic Lease Obligation” means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including Sale and Leaseback Transactions), in each case, creating obligations that do not appear on the
balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). 

“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 Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of
the Term Lenders pursuant to Section 2.01(a). 
 “Term Commitment” means, as to each
Term Lender, its obligation to make Term Loans to Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Lender’s name on
Schedule 1.01(b) under the caption “Term Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time
to time in accordance with this Agreement. The Term Commitment of all of the Term Lenders on the Closing Date shall be $66,400,000. 
 “Term Facility” means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term Commitments at such time, and (b) thereafter, the aggregate
principal amount of the Term Loans of all Term Lenders outstanding at such time. 
 “Term Lender” means
(a) at any time on or prior to the Closing Date, any Lender that has a Term Commitment at such time, and (b) at any time after the Closing Date, any Lender that holds Term Loans at such time. 

“Term Loan” means an advance made by any Term Lender under the Term Facility. 

“Term Note” means a promissory note made by Borrower in favor of a Term Lender evidencing Term Loans made by such
Term Lender, substantially in the form of Exhibit B. 
 “Threshold Amount” means
$2,500,000. 
 “Total Credit Exposure” means, as to any Lender at any time, the unused Commitments,
Revolving Exposure and Outstanding Amount of all Term Loans of such Lender at such time. 
 “Total Revolving
Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and L/C Obligations. 

  
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 “Type” means, with respect to a Loan, its character as a Base Rate
Loan, a LIBOR Daily Floating Rate Loan or a Eurodollar Rate Loan. 
 “UCC” means the Uniform Commercial
Code as in effect in the State of Texas; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of Texas, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of
perfection or non-perfection or priority. 
 “UCP” means, with respect to any documentary Letter of
Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

 “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. Loan Party” means any Loan Party that is organized under the laws of the United States of America, any
state thereof or the District of Columbia. 
 “U.S. Person” means any Person that is a “United
States person” as defined in Section 7701(a)(30) of the Code. 
 “U.S. Tax Compliance
Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3). 
 “Voting
Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar
functions) of such Person, even though the right to so vote has been suspended by the happening of such contingency. 

“Withholding Agent” means Agent or any Loan Party. 

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 the Loan Documents and any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, modified, extended, restated,
replaced or supplemented from time to time (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, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and
Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law
and any reference to any law or regulation shall, unless otherwise specified, 

  
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refer to such law or regulation as amended, modified, extended, restated, replaced 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 tangible and intangible assets and properties, 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. 
 (a) Generally. 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 at Borrower’s option in conformity with, GAAP or IFRS, as applicable, in each case 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, except as otherwise specifically prescribed herein or as required by Law. Notwithstanding the foregoing, for purposes of determining compliance with any covenant
(including the 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 on
financial liabilities shall be disregarded. 
 (b) Changes in GAAP or IFRS. If at any time any change in GAAP or IFRS, or
the application thereof, would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or the Required Lenders shall so request, Agent and Borrower shall negotiate in good faith to amend such
ratio or requirement to preserve the original intent thereof in light of such change in GAAP or IFRS or the application thereof, as applicable (subject to the approval of the Required Lenders); provided that, until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) Borrower shall provide to Agent and Lenders a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP or IFRS, as applicable. 
 (c) Consolidation of
Variable Interest Entities. All references herein to Consolidated financial statements of Borrower and its Subsidiaries or to the determination of any amount for 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 Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein. 

1.04 Rounding. Any financial ratios required to be maintained by Borrower 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 Eastern 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 stated amount of such Letter of Credit in effect at such time; provided that, with respect to any Letter of Credit that, by its terms or the terms of any
Issuer Document related thereto, provides 

  
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for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect
to all such increases, whether or not such maximum stated amount is in effect at such time. 
 1.07 UCC Terms. Terms
defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC”
refers, as of any date of determination, to the UCC then in effect. 
 1.08 Timing of Payment or Performance. When the
payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day with is not a Business Day, then, except as otherwise provided in the definition of Interest Period and in the
proviso below, the date of such payment or performance shall extend to the immediately succeeding Business Day, provided that, if any principal repayment installment to be made by Borrower (other than principal repayment installments on
Eurodollar Rate Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the
case may be. 
 ARTICLE II 
 COMMITMENTS AND CREDIT EXTENSIONS 
 2.01 Loans.

(a) Term Borrowing. Borrower acknowledges and confirms that prior to the Closing Date, the lenders under the Existing Credit
Agreement made several advancing term loans to Borrower and the outstanding balance of all such advancing term loans as of the Closing Date (prior to giving effect to any Loans to be made on the Closing Date under this Agreement) is $19,162,500 (the
“Existing Loans”), and Borrower reaffirms its obligation to pay such loans in accordance with the terms and conditions of this Agreement and the other Loan Documents. Subject to the terms and conditions set forth herein, each
Term Lender severally agrees to make a new loan to Borrower, in Dollars, in a single advance on the Closing Date in an amount not to exceed such Term Lender’s Applicable Percentage of the Term Facility, less the aggregate amount of the Existing
Loans held by such Term Lender. The first Term Borrowing on the Closing Date shall consist of the Existing Loans, continued as Eurodollar Rate Loans having an Interest Period of one month. The second Term Borrowing on the Closing Date shall consist
of Term Loans that are LIBOR Daily Floating Rate Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Term Facility, less the aggregate amount of the Existing Loans held by such Term Lenders.
Any portion of the Term Borrowing that is repaid or prepaid may not be reborrowed. Subject to this clause (a), Term Loans may be Eurodollar Rate Loans or LIBOR Daily Floating Rate Loans, as further provided herein. 

(b) Revolving Borrowings. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make
loans (each such loan, a “Revolving Loan”) to Borrower, in Dollars, from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such
Lender’s Revolving Commitment; provided, however, that after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the lesser of (A) the Borrowing Base and (B) the Revolving
Facility, and (ii) the Revolving Exposure of any Lender shall not exceed such Revolving Lender’s Revolving Commitment. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions
hereof, Borrower may borrow Revolving Loans, prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Loans may be LIBOR Daily Floating Rate Loans or Eurodollar Rate Loans, as further
provided herein; provided, however, any Revolving Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as LIBOR Daily Floating Rate Loans unless Borrower delivers a Funding Indemnity
Letter not less than three (3) Business Days prior to the date of such Revolving Borrowing. 

  
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 2.02 Borrowings, Conversions and Continuations of Loans.

(a) Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar
Rate Loans shall be made upon Borrower’s irrevocable notice to Agent, which may be given by telephone. Each such notice must be received by Agent not later than 12:00 p.m. (i) three (3) Business Days prior to the requested date of any
Borrowing of, conversion to or continuation of Eurodollar Rate Loans, and (ii) on the requested date of any Borrowing of LIBOR Daily Floating Rate Loans or of any conversion of Eurodollar Rate Loans to LIBOR Daily Floating Rate Loans. Each
telephonic notice by Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower. Each Borrowing of,
conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of
or conversion to LIBOR Daily Floating Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (A) the applicable Facility and
whether Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case
may be (which shall be a Business Day), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration
of the Interest Period with respect thereto. If Borrower fails to specify a Type of Loan in a Loan Notice or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted
to, LIBOR Daily Floating Rate Loans. Any such automatic conversion to LIBOR Daily Floating 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 Borrower
requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything
to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan. 
 (b) Advances. Following
receipt of a Loan Notice for a Facility, Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided
by Borrower, Agent shall notify each Appropriate Lender of the details of any automatic conversion to LIBOR Daily Floating Rate Loans described in Section 2.02(a). In the case of a Borrowing, each Appropriate Lender shall make the
amount of its Loan available to Agent in immediately available funds at Agent’s Office not later than 2:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in
Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), Agent shall make all funds so received available to Borrower in like funds as received by Agent either by (i) crediting
the account of 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) Agent by Borrower;
provided, however, that if, on the date a Loan Notice with respect to a Revolving Borrowing is given by Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Borrowing, first, shall be applied to
the payment in full of any such L/C Borrowings, and second, shall be made available to Borrower as provided above. 
 (c)
Eurodollar Rate Loans. Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be
requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the outstanding Eurodollar Rate Loans be converted immediately to LIBOR Daily
Floating Rate Loans. 

  
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 (d) Notice of Interest Rates. Agent shall promptly notify 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, Agent shall notify Borrower and the Lenders of any change in Bank of
America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. 
 (e)
Interest Periods. After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than four Interest Periods in effect in
respect of the Term Facility. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than four Interest
Periods in effect in respect of the Revolving Facility. 
 2.03 Letters of Credit. 

(a) The Letter of Credit Commitment. 
 (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section, (1) from time to time on
any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously
issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of
Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Revolving Facility,
(y) the Revolving Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by Borrower for
the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing
limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit
that have expired or that have been drawn upon and reimbursed. 
 (ii) The L/C Issuer shall not issue any Letter
of Credit if: 
 (A) subject to Section 2.03(b)(iv), the expiry date of the requested
Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or 

(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all
the 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 the 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 the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the
Letter of Credit any 

  
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restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, 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 the 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 Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than
$100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; 

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

(E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements,
including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to
Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or
potential Fronting Exposure, as it may elect in its sole discretion. 
 (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 the 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 the Letter of Credit. 
 (vi) The L/C Issuer shall act on behalf of the Revolving 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 Agent in Article IX 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 IX 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
Borrower delivered to the L/C Issuer (with a copy to Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of Borrower. Such Letter of Credit Application may be sent by fax
transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be
received by the L/C Issuer and Agent not later than 10:00 a.m. at least two (2) Business Days (or such later date and time as 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 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 

  
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amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing
thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may
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 satisfactory to the L/C Issuer (1) the Letter of Credit to be amended; (2) the
proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the L/C Issuer may require. Additionally, Borrower shall furnish to the L/C Issuer and 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 Agent may require. 

(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with Agent (by telephone or
in writing) that Agent has received a copy of such Letter of Credit Application from Borrower and, if not, the L/C Issuer will provide Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Lender, Agent
or any Loan Party, at least one (1) 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 IV 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 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 Revolving 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 the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Letter of Credit. 

(iii) 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 Borrower and Agent a true and complete copy of such Letter of Credit or amendment. 

(iv) If Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion,
agree to issue a standby 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 (12) 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 (12) month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, 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 Revolving 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 (7) Business Days before the Non-Extension Notice Date (1) from Agent that the Required Lenders have elected
not to permit such extension or (2) from Agent, any Revolving Lender or Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer
not to permit such extension. 

  
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 (c) Drawings and Reimbursements; Funding of Participations. 

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the
L/C Issuer shall notify Borrower and Agent thereof. Not later than 10:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), Borrower shall reimburse the L/C Issuer
through Agent in an amount equal to the amount of such drawing. If Borrower fails to so reimburse the L/C Issuer by such time, Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the
“Unreimbursed Amount”), and the amount of such Revolving Lender’s Applicable Revolving Percentage thereof. In such event, Borrower shall be deemed to have requested a Revolving Borrowing of LIBOR Daily Floating 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 LIBOR Daily Floating Rate Loans, but subject
to the amount of the unutilized portion of the Revolving Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or Agent pursuant to this
Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 

(ii) Each Revolving Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available
(and Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at Agent’s Office in an amount equal to its Applicable Revolving Percentage of the Unreimbursed Amount not later than 12:00 p.m. on the
Business Day specified in such notice by Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Lender that so makes funds available shall be deemed to have made a LIBOR Daily Floating Rate Loan to
Borrower in such amount. 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 Revolving Borrowing of LIBOR Daily Floating Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, 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 Revolving Lender’s payment to 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. 
 (iv) Until
each Revolving 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 Applicable
Revolving Percentage of such amount shall be solely for the account of the L/C Issuer. 
 (v) Each Revolving
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, Borrower or any other Person for any reason whatsoever; (B) the occurrence or
continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Loans pursuant to this
Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of
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 Revolving Lender fails to make available to 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 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 Revolving Loan included
in the relevant Revolving 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 Revolving Lender (through Agent) with respect to any amounts owing under this
Section 2.03(c)(vi) shall be conclusive absent manifest error. 
 (d) Repayment of
Participations.
 (i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has
received from any Revolving Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if 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 Borrower or otherwise, including proceeds of Cash Collateral applied thereto by Agent), Agent will distribute to such Lender its Applicable Revolving Percentage thereof in the same funds
as those received by Agent. 
 (ii) If any payment received by 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 Revolving
Lender shall pay to Agent for the account of the L/C Issuer its Applicable Revolving Percentage thereof on demand of 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 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;

 (ii) the existence of any claim, counterclaim, setoff, defense or other right that any Subsidiary 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 or by such
Letter of Credit, the transactions contemplated hereby or any agreement or instrument relating thereto, or any unrelated transaction; 
 (iii) any draft, demand, endorsement, certificate or other document presented under or in connection with such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any


  
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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) waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s
protection and not the protection of Borrower or any waiver by the L/C Issuer which does not in fact materially prejudice Borrower; 
 (v) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft; 

(vi) any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as
the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable; 

(vii) 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 

(viii) 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, Borrower or any of its Subsidiaries. 

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 Borrower’s instructions or other irregularity, Borrower will immediately notify the L/C Issuer. 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 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 or time draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as
to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, 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 Revolving 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. 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 Borrower’s 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, 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 Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, Borrower may have a claim against the L/C Issuer, and the
L/C Issuer may be liable to Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Borrower which Borrower proves, as determined by a final nonappealable judgment of a court of
competent jurisdiction, were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s 

  
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willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time 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, endorsing or assigning or purporting to transfer, endorse 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. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for
Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. 

(g) Applicability of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and Borrower when a
Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be
responsible to Borrower for, and the L/C Issuer’s rights and remedies against Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to
be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice
statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or
not any Letter of Credit chooses such law or practice. 
 (h) Letter of Credit Fees. Borrower shall pay to Agent for the
account of each Revolving Lender in accordance, subject to Section 2.15, with its Applicable Revolving Percentage a Letter of Credit fee (the “Letter of Credit Fee”) (i) for each commercial Letter
of Credit equal to 1.50% per annum times the daily amount available to be drawn under such Letter of Credit and (ii) for each standby Letter of Credit equal to 2.00% per annum times the daily amount available to be drawn under such
Letter of Credit. 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
(A) due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand
and (B) computed on a quarterly basis in arrears. 
 (i) Fronting Fee and Documentary and Processing Charges Payable to
L/C Issuer. Borrower shall pay directly to the L/C Issuer for its own account a fronting fee (i) with respect to each commercial Letter of Credit, at a rate per annum equal to 0.125%, computed on the amount of such Letter of Credit, and
payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between Borrower and the L/C Issuer, computed on the amount of
such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at a rate per annum equal to 0.125%, computed on 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 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 Letter of
Credit Expiration 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, 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 as from time to time in effect. Such
customary fees and standard costs and charges are due and payable within two (2) days of demand and are nonrefundable. 

  
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 (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. 
 (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, a Subsidiary, Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all
drawings under such Letter of Credit. Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of Borrower, and that Borrower’s business derives substantial benefits from the
businesses of such Subsidiaries. 
 2.04 Swingline Loans.

(a) The Swingline. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of
the other Lenders set forth in this Section, shall make loans (each such loan, a “Swingline Loan”). Each such Swingline Loan may be made, subject to the terms and conditions set forth herein, to Borrower, in Dollars, from
time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the
Applicable Revolving Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that
(i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Revolving Facility at such time, and (B) the Revolving Exposure of any Revolving Lender at such time shall not exceed such
Lender’s Revolving Commitment, (ii) Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan, and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if
it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions
hereof, Borrower may borrow under this Section, prepay under Section 2.05, and reborrow under this Section. Each Swingline Loan shall bear interest at a rate equal to the LIBOR Daily Floating Rate plus the Applicable Margin.
Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the
product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Swingline Loan. 
 (b)
Borrowing Procedures. Each Swingline Borrowing shall be made upon Borrower’s irrevocable notice to the Swingline Lender and Agent, which may be given by telephone. Each such notice must be received by the Swingline Lender and 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 of $250,000, and (ii) the requested date of the Borrowing (which shall be a Business Day). Each such telephonic
notice must be confirmed promptly by delivery to the Swingline Lender and Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower. Promptly after receipt by the Swingline Lender of any
telephonic Swingline Loan Notice, the Swingline Lender will confirm with Agent (by telephone or in writing) that Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify Agent (by telephone or in
writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. on the date of the proposed Swingline
Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the
applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 2:00 p.m. on the borrowing date specified in such Swingline Loan
Notice, make the amount of its Swingline Loan available to Borrower at its office by crediting the account of Borrower on the books of the Swingline Lender in immediately available funds. 

  
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 (c) Refinancing of Swingline Loans. 

(i) The Swingline Lender at any time in its sole discretion may request, on behalf of Borrower (which hereby irrevocably
authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make a LIBOR Daily Floating Rate Loan in an amount equal to such Lender’s Applicable Revolving Percentage of the amount of Swingline 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 accordance with the requirements of Section 2.02, without regard to the minimum and
multiples specified therein for the principal amount of LIBOR Daily Floating Rate Loans, but subject to the unutilized portion of the Revolving Facility and the conditions set forth in Section 4.02. The Swingline Lender shall
furnish Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to Agent. Each Revolving Lender shall make an amount equal to its Applicable Revolving Percentage of the amount specified in such Loan Notice available
to Agent in immediately available funds (and Agent may apply Cash Collateral available with respect to the applicable Swingline Loan) for the account of the Swingline Lender at Agent’s Office not later than 12:00 p.m. on the day specified
in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a LIBOR Daily Floating Rate Loan to Borrower in such amount. Agent shall remit the
funds so received to the Swingline Lender. 
 (ii) If for any reason any Swingline Loan cannot be refinanced by
such a Revolving Borrowing in accordance with Section 2.04(c)(i), the request for LIBOR Daily Floating Rate Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline Lender that
each of the Revolving Lenders fund its risk participation in the relevant Swingline Loan and each Revolving Lender’s payment to Agent for the account of the Swingline Lender pursuant to Section 2.04(c)(i) shall be deemed
payment in respect of such participation. 
 (iii) If any Revolving Lender fails to make available to Agent for
the account of the Swingline 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 Swingline Lender
shall be entitled to recover from such Lender (acting through 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 Swingline
Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees
customarily charged by the Swingline 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
Revolving Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through Agent) with respect to any amounts owing under this clause (iii) shall
be conclusive absent manifest error. 
 (iv) Each Revolving Lender’s obligation to make Revolving Loans or
to purchase and fund risk participations in Swingline 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 which such Lender may have against the Swingline Lender, Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set
forth in Section 4.02 (other than delivery by Borrower of a Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation of Borrower to repay Swingline Loans, together with interest as
provided herein. 

  
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 (d) Repayment of Participations. 

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

 (ii) If any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan
is required to be returned by the Swingline Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swingline Lender in its discretion), each Revolving Lender
shall pay to the Swingline Lender its Applicable Revolving Percentage thereof on demand of 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. Agent will
make such demand upon the request of the Swingline 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 Swingline Lender. The Swingline Lender shall be responsible for invoicing Borrower for interest on the
Swingline Loans. Until each Revolving Lender funds its LIBOR Daily Floating Rate Loan or risk participation pursuant to this Section to refinance such Revolving Lender’s Applicable Revolving Percentage of any Swingline Loan, interest in
respect of such Applicable Revolving Percentage shall be solely for the account of the Swingline Lender. 
 (f) Payments
Directly to Swingline Lender. Borrower shall make all payments of principal and interest in respect of the Swingline Loans directly to the Swingline Lender. 
 2.05 Prepayments.
 (a) Optional. Borrower may, upon notice to Agent,
at any time or from time to time voluntarily prepay Term Loans and Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by Agent not later than 12:00 p.m. (1) three
(3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal
amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof or,
in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the
Interest Period(s) of such Loans. Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in
respect of the relevant Facility). If such notice is given by Borrower, 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 principal shall be
accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)
shall be applied to the principal repayment installments thereof in the inverse order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages
in respect of each of the relevant Facilities. 
 (b) Mandatory. 

(i) Dispositions and Involuntary Dispositions. Borrower shall prepay the Term Loans as hereinafter provided in an
aggregate amount equal to 100% of the Net Cash Proceeds in excess of $6,000,000 received by Borrower or any Subsidiary in any fiscal year within three (3) days of receipt 

  
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thereof as a result of any Disposition (other than Permitted Transfers or a Sale and Leaseback Transaction with respect to the Specified Property) or any Involuntary Disposition of assets (other
than the Specified Property) or Equity Interests owned by Borrower or any of its Subsidiaries. 
 (ii)
Application of Payments. Each prepayment of Loans pursuant to the provisions of Section 2.05(b)(i) shall be applied, first, to the principal repayment installments of the Term Loans in inverse order of maturity. Subject to
Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. 

(iii) Revolving Outstandings. If for any reason the Total Revolving Outstandings at any time exceed the
lesser of (A) the Borrowing Base and (B) the Revolving Facility at such time, Borrower shall immediately prepay Revolving Loans, Swingline Loans and L/C Borrowings (together with all accrued but unpaid interest thereon) and/or
Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this
Section 2.05(b)(iii) unless, after the prepayment of the Revolving Loans and Swingline Loans, the Total Revolving Outstandings exceed the lesser of (x) the Borrowing Base in effect at such time and (y) the
Revolving Facility at such time. 
 (iv) Application of Other Payments. Except as otherwise provided in
Section 2.15, prepayments of the Revolving Facility made pursuant to Section 2.05(b)(iii), first, shall be applied ratably to the L/C Borrowings and the Swingline Loans, second, shall be applied
(without any reduction of the Commitment) to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings,
Swingline Loans and Revolving Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the
“Reduction Amount”) may be retained by Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be
applied (without any further action by or notice to or from Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable. 

Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05(b) shall be
applied first, to Base Rate Loans, second, to LIBOR Daily Floating Rate Loans, and third, 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. 
 2.06 Termination or Reduction of Commitments.
 (a) Optional.
Borrower may, upon notice to Agent, terminate the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit, or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit;
provided that (i) any such notice shall be received by Agent not later than 12:00 noon five (5) Business Days (or such shorter period as Agent may agree) prior to the date of termination or reduction, (ii) any such partial
reduction shall be in an aggregate amount of $2,500,000 or any whole multiple of $1,000,000 in excess thereof and (iii) Borrower shall not terminate or reduce (A) the Revolving Facility if, after giving effect thereto and to any concurrent
prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder
would exceed the Letter of Credit Sublimit, or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Letter of Credit Sublimit.


  
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 (b) Mandatory. 

(i) The aggregate Term Commitments shall be automatically and permanently reduced to zero on the date of the first and
second Term Borrowings and upon the initial funding of all Term Loans under the Term Facility. 
 (ii) If after
giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit or
the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. 
 (c) Application
of Commitment Reductions; Payment of Fees. Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit or the Revolving Commitment under this Section 2.06. Upon
any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such reduction amount. All fees in respect of the Revolving Facility accrued
until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination. 

2.07 Repayment of Loans.
 (a) Term Loans. Commencing September 30, 2012, and continuing on the last Business Day of each fiscal quarter thereafter, Borrower shall repay to the Term Lenders the principal amount of
$2,371,428.57, unless accelerated sooner pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of the Term Loans shall be repaid on the Maturity Date for the Term
Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date. 
 (b) Revolving Loans. Borrower shall repay to the Revolving Lenders on the Maturity Date for the Revolving Facility the aggregate principal amount of all Revolving Loans outstanding on such date.

 (c) Swingline Loans. Borrower shall repay each Swingline Loan on the earlier to occur of (i) the date ten
(10) Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Facility. 
 2.08 Interest
and Default Rate.
 (a) Interest. Subject to the provisions of Section 2.08(b), (i) each
Eurodollar Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable borrowing date at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the
Applicable Rate for such Facility; (ii) each Base Rate Loan under a Facility 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 Rate
for LIBOR Daily Floating Rate Loans for such Facility; (iii) each LIBOR Daily Floating Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to
the LIBOR Daily Floating Rate plus the Applicable Rate for such Facility; and (iv) each Swingline Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the LIBOR
Daily Floating Rate plus the Applicable Rate for the Revolving Facility. 
 (b) Default Rate. 

(i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), 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. 

  
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 (ii) If any amount (other than principal of any Loan) payable by
Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), 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) Upon the request of the Required Lenders, while any Event of Default exists, outstanding Obligations (including Letter of Credit Fees) may accrue at a fluctuating rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws. 
 (iv) Accrued and unpaid interest
on past due amounts (including interest on past due interest) shall be due and payable upon demand. 
 (c) Interest
Payments. 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. Borrower shall pay to Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a commitment fee equal to 0.35% times the actual
daily amount by which the Revolving Facility exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15.
For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Aggregate Commitments. 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 IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur
after the Closing Date, and on the last day of the Availability Period for the Revolving Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily
amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 
 (b) Other Fees. 
 (i) Borrower shall pay to Agent for its
own account fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

(ii) Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and
at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

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

(a) Computation of Interest and Fees. All computations of interest for Base Rate Loans 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 three hundred sixty-five (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 

  
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Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by Agent of an interest rate
or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 
 (b) Financial Statement
Adjustments or Restatements. If, as a result of any restatement of or other adjustment to the financial statements of Borrower and its Subsidiaries or for any other reason, Borrower, or the Lenders determine that (i) the Consolidated
Leverage Ratio as calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Borrower shall immediately and
retroactively be obligated to pay to Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to
Borrower under the Bankruptcy Code of the United States, automatically and without further action by 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 Agent, any Lender or the L/C Issuer, as the case may be, under any provision of this Agreement to payment of any Obligations hereunder
at the Default Rate or under Article VIII. Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. 

2.11 Evidence of Debt.
 (a) Maintenance of Accounts. The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by Agent in the ordinary course of
business. The accounts or records maintained by Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to 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 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 Agent in respect of such matters, the accounts and records of Agent shall control in the absence of manifest error. Upon the request of any Lender made through Agent, Borrower shall execute and deliver to such Lender
(through Agent) a Note, 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) Maintenance of Records. In addition to the accounts and records referred to in
Section 2.11(a), each Lender and 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 Swingline Loans. In the
event of any conflict between the accounts and records maintained by Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of Agent shall control in the absence of manifest error. 

2.12 Payments Generally; Administrative Agent’s Clawback.

(a) (i) General. All payments to be made by Borrower shall be made free and clear of and without condition or deduction for any
counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Agent, for the account of the respective Lenders to which such payment is owed, at Agent’s Office in
Dollars and in immediately available funds not later than 3:00 p.m. on the date specified herein. Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (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 Agent after 3:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or
fee shall continue to accrue. Subject to Section 2.07(a) and as otherwise specifically provided for in this 

  
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Agreement, if any payment to be made by 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. 
 (ii) On each date when the payment of any
principal, interest or fees are due hereunder or under any Loan Document, Borrower agrees to maintain on deposit in an ordinary checking account maintained by Borrower with Agent (as such account shall be designated by Borrower in a written notice
to Agent from time to time, the “Borrower Account”) an amount sufficient to pay such principal, interest or fees in full on such date. The Borrower hereby authorizes Agent (A) to deduct automatically all principal,
interest or fees when due hereunder or under any Note from Borrower Account, and (B) if and to the extent any payment of amount from any or all of the accounts of Borrower maintained at Agent. Agent agrees to provide written notice to Borrower
of any automatic deduction made pursuant to this Section showing in reasonable detail the amounts of such deduction. Lenders agree to reimburse Borrower based on their Applicable Percentage for any amounts deducted from such accounts in excess
of amount due hereunder and under any other Loan Documents. 
 (b) (i) Funding by Lenders; Presumption by Administrative
Agent. Unless 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 LIBOR Daily Floating Rate Loans, prior to 12:00 noon on the date of such
Borrowing) that such Lender will not make available to Agent such Lender’s share of such Borrowing, 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 LIBOR Daily Floating 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
Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Agent, then the applicable Lender and Borrower severally agree to pay to 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 Borrower to but excluding the date of payment to 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 Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Agent in connection with the
foregoing, and (B) in the case of a payment to be made by Borrower, the interest rate applicable to LIBOR Daily Floating Rate Loans. If Borrower and such Lender shall pay such interest to Agent for the same or an overlapping period, Agent shall
promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.
Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Agent. 
 (ii) Payments by Borrower; Presumptions by Administrative Agent. Unless Agent shall have received notice from Borrower prior to the date on which any payment is due to Agent for the account of the
Lenders or the L/C Issuer hereunder that Borrower will not make such payment, Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders
or the L/C Issuer, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to 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 Agent, at the greater
of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation. 

A notice of Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be
conclusive, absent manifest error. 

  
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 (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to 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 Borrower by Agent because the conditions to the applicable Credit Extension set
forth in Article IV are not satisfied or waived in accordance with the terms hereof, Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. 

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Loans, to fund
participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 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. 
 (f) Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each
Borrowing (other than Swingline Borrowings) shall be made from the Appropriate Lenders, each payment of fees under Section 2.09 and 2.03(h) and (i) shall be made for account of the Appropriate
Lenders, and each termination or reduction of the amount of the Commitments shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (ii) each Borrowing shall be allocated
pro rata among the Lenders according to the amounts of their respective Commitments (in the case of the making of Revolving Loans) or their respective Loans that are to be included in such Borrowing (in the case of conversions and continuations
of Loans); (iii) each payment or prepayment of principal of Loans by Borrower shall be made for account of the Appropriate Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; and (iv) each
payment of interest on Loans by Borrower shall be made for account of the Appropriate Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Appropriate Lenders. 

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 (a) Obligations in respect of any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of
(i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such
time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of
any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not
due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such
time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then, in
each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (A) notify Agent of such fact, and (B) purchase (for cash at face value) participations in the Loans and subparticipations in L/C
Obligations and Swingline 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 Obligations in
respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that: 
 (1) 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 

  
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 (2) the provisions of this Section shall not be construed to apply to
(x) any payment made by or on behalf of 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), (y) the application of Cash
Collateral provided for in Section 2.14, or (z) 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 Swingline Loans
to any assignee or participant, other than an assignment to any Loan Party or any Affiliate thereof (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. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing,
(ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) Borrower shall be required to provide Cash Collateral pursuant to Section 2.05 or 8.02(c), or
(iv) there shall exist a Defaulting Lender, Borrower shall immediately (in the case of clause (iii) above) or within one (1) Business Day (in all other cases) following any request by Agent or the L/C Issuer, provide
Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.15(a)(iv) and any
Cash Collateral provided by the Defaulting Lender). 
 (b) Grant of Security Interest. Borrower, and to the extent
provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) Agent, for the benefit of Agent, the L/C Issuer and the Lenders, 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 Agent determines that Cash Collateral is subject to any right or claim of any Person other than Agent or the L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less
than the Minimum Collateral Amount, Borrower will, promptly upon demand by Agent, pay or provide to Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. 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. Borrower shall pay on demand therefor from time to time all customary account opening, activity and other
administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral. 
 (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, 2.05, 2.15 or 8.02 in respect of
Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Revolving Lender that is 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 

  
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Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Revolving Lender (or, as appropriate, its assignee following
compliance with Section 11.06(b)(vi))) or (ii) the determination by Agent and the L/C Issuer that there exists excess Cash Collateral; provided, however, (A) any such release shall be without prejudice
to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (B) the Person providing Cash
Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations. 
 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 that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: 

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or
consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01. 
 (ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity,
pursuant to Article VIII or otherwise) or received by Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be determined by Agent as follows: first,
to the payment of any amounts owing by such Defaulting Lender to Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash
Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as Borrower may request (so long as no Default or Event of Default exists), to the
funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Agent; fifth, if so determined by Agent and Borrower, to be held in a deposit account and
released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (B) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect
to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender
as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a
result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or
directed by a court of competent jurisdiction; provided that if (1) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share,
and (2) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C
Obligations 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 Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C
Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(v). 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 such Defaulting Lender, and each Lender
irrevocably consents hereto. 

  
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 (iii) Certain Fees. 

(A) Fees. No Defaulting Lender shall be entitled to receive any fee payable under
Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

 (B) Letter of Credit Fees. Each Defaulting Lender shall be entitled to receive Letter of Credit Fees
for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Revolving Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to
Section 2.14. 
 (C) Defaulting Lender Fees. With respect to any Letter of Credit Fee
not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such
Defaulting Lender’s participation in L/C Obligations or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (2) pay to the L/C Issuer and Swingline Lender, as applicable, the amount
of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any
such fee. 
 (iv) Reallocation of Applicable Revolving Percentages to Reduce Fronting Exposure. All or any
part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Revolving Percentages (calculated without regard to such
Defaulting Lender’s Commitment) but only to the extent that (A) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless Borrower shall have otherwise notified Agent at
such time, Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (B) such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such
Non-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim
of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. 
 (v) Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, Borrower shall, without prejudice to any
right or remedy available to it hereunder or under applicable Law, (A) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (B) second, Cash Collateralize the L/C Issuer’s Fronting
Exposure in accordance with the procedures set forth in Section 2.14. 
 (b) Defaulting Lender Cure.
If Borrower, Agent, Swingline Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, 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 at par that portion of outstanding Loans of the other Lenders or take such other actions as Agent
may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect


  
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to Section 2.15(a)(iv)), whereupon such 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 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 applicable Laws.
If any applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then such Withholding Agent shall be entitled
to make such deduction or withholding, upon the basis of the information and documentation, if any, to be delivered pursuant to subsection (e) below. 

(ii) If any Withholding Agent shall be required by the Code to withhold or deduct any Taxes, including both United States
federal backup withholding and withholding taxes, from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are determined by such Withholding Agent to be required based upon the information and documentation,
if any, it has received pursuant to subsection (e) below, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the 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. 

(iii) If any Withholding Agent shall be required by any applicable Laws other than the Code to withhold or deduct any
Taxes from any payment, then (A) the Agent or the applicable Loan Party 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, if any, it has
received pursuant to subsection (e) below, (B) then Agent or the applicable Loan Party as 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 law, or at the option of Agent timely reimburse it for the payment of, any Other Taxes. 

  
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 (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 (10) days after written 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 Borrower by a Lender or the L/C Issuer (with a copy to Agent), or
by 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 Agent, and shall make payment in respect thereof
within ten (10) days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to 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 ten (10) days after demand therefor, (A) 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 Agent for such Indemnified Taxes and
without limiting the obligation of the Loan Parties to do so), (B) 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 (C) 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 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 Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes 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 Agent under this clause (ii). 
 (d) Evidence of Payments. Upon request by Borrower or Agent, as the case may be, after any payment of Taxes by Borrower or by Agent to a Governmental Authority as provided in this
Section 3.01, Borrower shall deliver to Agent or Agent shall deliver to Borrower, 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 Borrower or 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 Borrower and Agent, at the time or times prescribed by applicable Law or reasonably requested by Borrower or
Agent, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by Borrower or 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 Borrower or Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by Borrower or Agent as will enable Borrower or 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


  
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documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (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 Borrower is a U.S. Person, 

(A) any Lender that is a U.S. Person shall deliver to Borrower and Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter at the times prescribed by applicable Law or upon the reasonable request of Borrower or Agent), executed originals of IRS Form W-9 (or any successor form) 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 Borrower and 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 at the times prescribed by applicable Law or upon the reasonable request of Borrower or Agent), whichever of the following is applicable: 
 (1) 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 (or any successor form) 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 (or any successor form) 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; 
 (2) executed originals of IRS Form W-8ECI (or any successor form); 

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is not a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in
Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN (or any successor form); or 

(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY (or any successor
form), accompanied by IRS Form W-8ECI (or any successor form), IRS Form W-8BEN (or any successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form W-9 (or any
successor form), 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 I-4 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 Borrower and Agent (in such
number of copies as shall be requested by the recipient) on or prior 

  
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to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter at the times prescribed by applicable Law or upon the reasonable request of
Borrower or 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 Borrower or 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 Code, as applicable), such Lender shall deliver to Borrower and Agent at the time or times prescribed by law and at such time or times
reasonably requested by Borrower or Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or
Agent as may be necessary for Borrower and 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 date of this Agreement. 

(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 Borrower and Agent in writing of its legal inability to do so. 

(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall 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 such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such 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, as the case may be, and without interest (other than any 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 indemnification payments or
additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the 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 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 Lending Office to make, maintain or fund Loans 

  
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whose interest is determined by reference to the Eurodollar Rate or the LIBOR Daily Floating Rate, or to determine or charge interest rates based upon the Eurodollar Rate or the LIBOR Daily
Floating 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 in the London interbank market, then, on notice thereof by such Lender to Borrower
through Agent, (a) any obligation of such Lender to make or continue Eurodollar Rate Loans or the LIBOR Daily Floating Rate or to convert Loans to Eurodollar Rate Loans or to the LIBOR Daily Floating Rate 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 such Base Rate Loans of such Lender
shall, if necessary to avoid such illegality, be determined by Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies Agent and Borrower that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, (i) Borrower shall, upon demand from such Lender (with a copy to Agent), prepay or, if applicable, convert all Eurodollar Rate Loans and all LIBOR Daily Floating Rate Loans of such
Lender 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 Agent without reference to the Eurodollar Rate component of the Base Rate), either (A) in the
case of LIBOR Daily Floating Rate Loans, immediately, or (B) in the case of Eurodollar Rate Loans, 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 (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, 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 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, Borrower shall also pay accrued interest on the amount so prepaid or converted. 

3.03 Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a
Eurodollar Rate Loan or a LIBOR Daily Floating Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period
of any such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the LIBOR Daily Floating Rate, or the Eurodollar Base Rate for any requested Interest Period, with respect to a proposed Eurodollar Rate Loan or
LIBOR Daily Floating Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan or LIBOR Daily Floating Rate Loan, or (c) the LIBOR Daily Floating Rate, or the Eurodollar Base Rate for any requested Interest Period,
with respect to a proposed Eurodollar Rate Loan or LIBOR Daily Floating Rate Loan, as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrower and each Lender.
Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Rate Loans or LIBOR Daily Floating Rate Loans, as applicable, shall be suspended, and (ii) in the event of a determination described in the preceding sentence
with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until Agent (upon the instruction of the Required Lenders) revokes
such notice. Upon receipt of such notice, Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or LIBOR Daily Floating Rate Loans, as applicable, 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. 
 3.04 Increased
Costs; Reserves on Eurodollar Rate Loans. 
 (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; 

  
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 (ii) subject any Recipient to any Taxes (other than (A) Indemnified
Taxes, (B) Taxes described in clauses (a)(i), (b) through (d) of the definition of Excluded Taxes and (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, 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 Swingline 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 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
Borrower shall be conclusive absent manifest error. 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 ten (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 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that 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 nine (9) months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies
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 nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof). 
 3.05 Compensation for Losses. Upon demand of any Lender (with a copy to Agent) from time to time, 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 Loan other than
a LIBOR Daily Floating Rate Loan or Base 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); 

  
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 (b) any failure by Borrower (for a reason other than the failure of such Lender to make a
Loan) to prepay, borrow, continue or convert any Loan other than a LIBOR Daily Floating Rate Loan or Base Rate Loan on the date or in the amount notified by 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 Borrower pursuant to Section 11.13; 

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such
Loan or from fees payable to terminate the deposits from which such funds were obtained. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. 

For purposes of calculating amounts payable by 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 Base Rate used in determining 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 Obligations;
Replacement of Lenders. 
 (a) Designation of a Different Lending Office. If any Lender requests compensation under
Section 3.04, or requires 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 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. 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 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), Borrower may replace such Lender in accordance with Section 11.13. 

3.07 Survival. All of Borrower’s obligations under this Article III shall survive termination of the
Aggregate Commitments, repayment of all other Obligations hereunder, resignation of Agent and the Facility Termination Date. 

  
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 ARTICLE IV 
 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 
 4.01 Conditions of Initial Credit
Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: 

(a) Execution of Credit Agreement; Loan Documents. Agent shall have received (i) counterparts of this Agreement, executed by
a Responsible Officer of each Loan Party and a duly authorized officer of each Lender, (ii) for the account of each Lender requesting a Note, a Note executed by a Responsible Officer of Borrower, (iii) counterparts of each Security
Agreement, each Pledge Agreement, and any other documents and instruments required by Agent in connection therewith, and each other Collateral Document required by Agent to be delivered on the Closing Date, executed by a Responsible Officer of the
applicable Loan Parties and a duly authorized officer of each other Person party thereto, as applicable and (iv) counterparts of any other Loan Document, executed by a Responsible Officer of the applicable Loan Party and a duly authorized
officer of each other Person party thereto. 
 (b) Officer’s Certificate. Agent shall have received (i) a
certificate of a Responsible Officer in form and substance reasonably acceptable to Agent and its counsel, dated the Closing Date and certifying as to the Organization Documents of each Loan Party (which, to the extent filed with a Governmental
Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party and of the incumbency of the Responsible Officers of each Loan Party and (ii) the good standing,
existence or its equivalent of each Loan Party. 
 (c) Legal Opinions of Counsel. Agent shall have received an opinion or
opinions (including, if requested by Agent, local counsel opinions) of counsel for the Loan Parties, dated the Closing Date and addressed to Agent and the Lenders, in form and substance reasonably acceptable to Agent. 

(d) Financial Statements. Agent and the Lenders shall have received copies of the financial statements referred to in
Section 5.05, each in form and substance reasonably satisfactory to each of them. 
 (e) Personal Property
Collateral. Agent shall have received, in form and substance reasonably satisfactory to Agent: 
 (i)
(A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and, to the extent requested by Agent, each jurisdiction where any Collateral is located or where a filing would need to be made in
order to perfect Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;

 (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in Agent’s
sole discretion, to perfect Agent’s security interest in the Collateral; 
 (iii) stock or membership
certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank, in each case to the extent such Pledged Collateral is certificated; 

(iv) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on
Schedule 5.21(g)(ii), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers
shall be in form and substance reasonably satisfactory to Agent); and 

  
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 (v) to the extent required to be delivered pursuant to the terms of the
Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect Agent’s and the Lenders’ security interest
in the Collateral. 
 (f) Liability, Casualty, Property, and Terrorism. Agent shall have received copies of insurance
policies, declaration pages, certificates, and endorsements of insurance or insurance binders evidencing liability, casualty, property, and terrorism insurance meeting the requirements set forth herein or in the Collateral Documents. 

(g) Acquisition Agreement. Agent shall have received a substantially final form of the Acquisition Agreement and all related
material documents and instruments to be executed or delivered in connection therewith as Agent may reasonably request. 
 (h)
Officer’s Closing Certificate. Agent shall have received a certificate or certificates executed by a Responsible Officer of Borrower as of the Closing Date, certifying as to the financial condition, solvency and related matters of
Borrower and its Subsidiaries, after giving effect to the initial borrowings under the Loan Documents and the other transactions contemplated hereby. 
 (i) Loan Notice. Agent shall have received a Loan Notice with respect to the Loans to be made on the Closing Date. 
 (j) Existing Indebtedness of the Loan Parties. All of the existing Indebtedness for borrowed money of Borrower and its Subsidiaries (other than Indebtedness permitted to exist pursuant to
Section 7.02) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date. 
 (k) Consents. Agent shall have received evidence that all boards of directors, governmental, shareholder and material third party consents and approvals necessary in connection with the entering
into of this Agreement have been obtained. 
 (l) Fees and Expenses. Agent and the Lenders shall have received all fees
and expenses, if any, owing pursuant to the Fee Letter and Section 2.09. 
 (m) Due Diligence. The
Lenders shall have completed a due diligence investigation of Borrower and its Subsidiaries in scope, and with results, satisfactory to the Lenders. 
 Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section, 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 Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. 

4.02 Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit
Extension is subject to the following conditions precedent: 
 (a) The representations and warranties of Borrower and each other
Loan Party contained in Article II, Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall (i) with respect to
representations and warranties that contain a materiality qualification, be true and correct on and as of the date of such Credit Extension and (ii) with respect to representations and warranties that do not contain a materiality qualification,
be true and correct in all material respects on and as of the date of such Credit Extension, except, in each case, to the extent such representations 

  
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and warranties specifically relate to an earlier date, in which case they shall be true and correct in all respects or in all material respects, as applicable, as of such earlier date, and except
that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to
Sections 6.01(a) and (b), respectively. 
 (b) No Default shall exist, or would result from
such proposed Credit Extension or from the application of the proceeds thereof. 
 (c) Agent and, if applicable, the L/C Issuer
or the Swingline Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof. 
 (d)
With respect to the first Request for Credit Extension involving a Borrowing of Revolving Loans, Agent shall have received a Borrowing Base Certificate. 
 Each Request for Credit Extension submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have
been satisfied on and as of the date of the applicable Credit Extension. 
 ARTICLE V 

REPRESENTATIONS AND WARRANTIES 
 Borrower represents and warrants to Agent and the Lenders, as of the date made or deemed made, that: 
 5.01 Existence, Qualification and Power. Each Loan Party and each Subsidiary thereof (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 could not reasonably be expected to have a
Material Adverse Effect. 
 5.02 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 and will 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. 

5.03 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document,
(b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the required priority thereof) or
(d) the exercise by Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, other than (i) authorizations, approvals, actions, notices and filings which
have been duly obtained and (ii) filings to perfect and maintain the Liens created by the Collateral Documents and (iii) actions required by applicable Law in connection with the enforcement of any Lien or security interest or foreclosure
on the Collateral subject thereto. 

  
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 5.04 Binding Effect. This Agreement has been, and each other Loan Document, when
delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan
Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as enforceability may be limited by Debtor Relief Laws and by general principles of equity. 

5.05 Financial Statements; No Material Adverse Effect.
 (a) The Audited Financial Statements for the fiscal year ending December 31, 2011, and when delivered for each fiscal year thereafter (i) were prepared in accordance with GAAP or IFRS as the
case may be, in each case consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of Borrower and its Subsidiaries as of the
date thereof and their results of operations for the period covered thereby in accordance with GAAP or IFRS, as applicable, in each case consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and
(iii) show all material indebtedness and other material liabilities, direct or contingent, of Borrower and its Subsidiaries as of the date thereof, including liabilities for material taxes, commitments and Indebtedness. 

(b) The unaudited consolidated balance sheet of Borrower and its Subsidiaries dated March 31, 2012, and the related consolidated
statements of income or operations, shareholders’ equity, and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP or IFRS as the case may be, in each case consistently applied throughout the
period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of Borrower and its Subsidiaries as of the date thereof and their results of operations for the period
covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. 
 (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material
Adverse Effect. 
 5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the
knowledge of the Loan Parties after due inquiry, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any of their properties or revenues that
(a) affect or pertain to this Agreement or any other Loan Document or any of the transactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. 

5.07 No Default. Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to any Contractual
Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this
Agreement or any other Loan Document. 
 5.08 Ownership of Property; Liens. Each Loan Party and each of its Subsidiaries
has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The property of each Loan Party and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01 

  
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 5.09 Environmental Compliance. 

(a) There are no claims alleging potential liability or responsibility for violation of any Environmental Law on their respective
businesses, operations and properties, and as a result thereof the Loan Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 (b) None of the properties currently or formerly owned or operated by any Loan Party or any of its Subsidiaries is listed or
proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic
tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Loan
Parties, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and
Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries. 
 (c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or
remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements
of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of
in a manner not reasonably expected to result in material liability to any Loan Party or any of its Subsidiaries. 
 5.10
Insurance. The properties of Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of Borrower, in such amounts (after giving effect to any self-insurance compatible with the
following standards), 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 applicable Loan Party or the applicable Subsidiary
operates. The insurance policies of the Loan Parties comply with the requirements set forth in this Agreement and the other Loan Documents. 
 5.11 Taxes. Each Loan Party and its Subsidiaries have filed all federal, state and other material tax returns and reports required to be filed, and have paid all federal, state and 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 (i) not yet delinquent or (ii) being contested in good faith by
appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or IFRS, as applicable. No Loan Party has received a written notice from any Governmental Authority proposing a tax assessment
against any Loan Party or any Subsidiary that could reasonably be expected to have a Material Adverse Effect, nor is there any tax sharing agreement applicable to Borrower or any Subsidiary that could reasonably be expected to result in a Material
Adverse Effect. 
 5.12 ERISA Compliance. 
 (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under
Section 401(a) of the Code has received a favorable determination letter or is subject to a favorable opinion letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the
Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under 

  
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Section 501(a) of the Code, or an application for such a letter is currently being processed by the IRS. To the best knowledge of the Loan Parties, nothing has occurred that
would reasonably be expected to prevent or cause the loss of such tax-qualified status. 
 (b) There are no pending or, to the
best knowledge 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 no 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 or Multiemployer 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 Code) is 60% or higher and no 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) no 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) no 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. 
 (d) With respect to any Foreign Benefit Arrangement, all material contributions required to be made by a Loan Party or
any ERISA Affiliate or any employee of such a person that are required by law or by the terms of the arrangement have been made, or if applicable, accrued in accordance with applicable law and normal accounting practices of such person, each such
arrangement that is administered by a Loan Party or an ERISA Affiliate required to be registered has been registered and maintained in good standing with regulatory authorities, and each such arrangement is in material compliance with applicable law
and the terms of the arrangement. 
 5.13 Margin Regulations; Investment Company Act.

(a) Margin Regulations. 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) Investment Company Act. None of Borrower, any Person Controlling Borrower, or any Subsidiary is, or is required to be
registered as, an “investment company” under the Investment Company Act of 1940. 
 5.14 Disclosure. Borrower
has disclosed to Agent and the Lenders (a) all agreements, instruments and corporate or other restrictions to which it or any other Loan Party is subject, (b) all agreements, instruments and corporate or other restrictions relating to the
Nessco Acquisition known to it, and (c) all other matters known to it, in each case that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written report, financial statement, certificate
or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to 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 

  
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misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading;
provided that, with respect to projected financial information, each Loan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood that actual
results may vary and that such variances could be material). 
 5.15 Compliance with Laws. Each Loan Party and each
Subsidiary thereof is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction
or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

 5.16 Solvency. Borrower and its Subsidiaries, on a Consolidated basis, are Solvent. 

5.17 Casualty, Etc. Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any
fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect. 
 5.18 OFAC. No Loan Party, nor, to the
knowledge of any Loan Party, any Related Party, (a) is currently the subject of any Sanctions, (b) is located, organized or residing in any Designated Jurisdiction, or (c) is or has been (within the previous five
(5) years) engaged in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction. No Loan, nor the proceeds from any Loan, has been used, directly
or indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated
Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender, Agent, L/C Issuer or Swingline Lender) of Sanctions. 

5.19 [Intentionally Omitted]. 
 5.20 Subsidiaries; Equity Interests; Loan Parties. 
 (a) Subsidiaries,
Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date: (i) a complete and accurate list of all
Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date; and (ii) the ownership of shares of each class of Equity Interests in each Subsidiary outstanding. The outstanding Equity
Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens (other than Permitted Liens). 
 (b) Loan Parties. Set forth on Schedule 5.20(b) is a complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party), (i) the exact
legal name, (ii) any former legal names of such Loan Party in the four (4) months prior to the Closing Date, (iii) the jurisdiction of its incorporation or organization, as applicable, (iv) the type of organization, (v) the
jurisdictions in which such Loan Party is qualified to do business, (vi) the address of its chief executive office, (vii) the address of its principal place of business, (viii) its U.S. federal taxpayer identification number or, in
the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organization, (ix) the organization identification number,
and (x) other than with respect to the Borrower, ownership information (e.g. publicly held or if private or partnership, the owners and partners of each of the Loan Parties). 

  
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 5.21 Intellectual Property; Licenses, Etc. Borrower and its Subsidiaries own,
or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective
businesses, without conflict with the rights of any other Person. To the knowledge of Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by
Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of Borrower, threatened, which, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect. 
 ARTICLE VI 

AFFIRMATIVE COVENANTS 
 Each of the Loan Parties hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, such Loan Party shall, and shall cause each of their Subsidiaries to:

 6.01 Financial Statements. Deliver to Agent, in form and detail satisfactory to Agent: 

(a) Audited Financial Statements. As soon as available, but in any event within 120 days after the end of each fiscal year of
Borrower, a Consolidated balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal year,
setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with, at Borrower’s option, GAAP or IFRS, such Consolidated statements to be audited and accompanied by
a report and opinion of Deloitte & Touche or of an independent certified public accountant of nationally recognized standing or otherwise reasonably acceptable to 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 (provided that the requirements of this
Section 6.01(a) with respect to the delivery of financial statements for any fiscal year shall be deemed satisfied by publicly filing Borrower’s Form 10-K for such fiscal year with the SEC, and such financial statements shall
be deemed to have been delivered to Agent under this Section 6.01(a) on the date such Form 10-K has been posted on the SEC website accessible through http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of
the SEC thereto). 
 (b) Quarterly Financial Statements. As soon as available, but in any event within 45 days after the
end of each fiscal quarter of Borrower, a Consolidated balance sheet of Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related Consolidated statements of income or operations for the portion of Borrower’s fiscal
year then ended, all in reasonable detail, such Consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of Borrower as fairly presenting in all material respects the financial
condition and results of operations of Borrower and its Subsidiaries in accordance with, at Borrower’s option, GAAP or IFRS, subject only to normal year-end audit adjustments and the absence of footnotes (provided that the requirements
of this Section 6.01(b) with respect to the delivery of financial statements for any fiscal quarter shall be deemed satisfied by publicly filing Borrower’s Form 10-Q for such fiscal quarter with the SEC, and such financial
statements shall be deemed to have been delivered to Agent under this Section 6.01(b) on the date such Form 10-Q has been posted on the SEC website accessible through http://www.sec.gov/edgar/searchedgar/webusers.htm or such
successor webpage of the SEC thereto). 
 As to any information contained in materials furnished pursuant to Section 6.02(g),
Borrower shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of Borrower to furnish the information and
materials described in Sections 6.01(a) and (b) above at the times specified therein. 

  
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 6.02 Certificates; Other Information. Deliver to Agent, in form and detail
satisfactory to Agent and the Required Lenders: 
 (a) Compliance Certificate. Concurrently with the delivery of the
financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of Borrower, which shall disclose any material change in accounting
policies or financial reporting practices by Borrower or any Subsidiary, if any. 
 (b) Borrowing Base Certificate. As
soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, a Borrowing Base Certificate, as at the end of such fiscal quarter, duly certified by a Responsible Officer of the Borrower. 

(c) Changes in Corporate Structure. Within five (5) days (or such shorter period of time as may be approved by Agent) prior
to any merger, consolidation, dissolution or other change in corporate structure of any Loan Party or any of its Subsidiaries permitted pursuant to the terms hereof, the occurrence of which would require Borrower to make a filing with the SEC under
Section 13 or 15(d) of the Securities Exchange Act of 1934, provide notice of such change in corporate structure to Agent, along with such other information as reasonably requested by Agent. Provide notice to Agent, not less than ten
(10) days prior (or such extended period of time as agreed to by Agent) of any change in any Loan Party’s legal name, state of organization, or organizational existence. 

(d) Audit Reports; Management Letters; Recommendations. Promptly after any request by Agent or any Lender, copies of any final
audit reports or management letters submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its
Subsidiaries, or any audit of any of them. 
 (e) Annual Reports; Etc. Promptly after the same are available, copies of
each annual report, proxy or financial statement or other report or communication sent to the stockholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be
required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to Agent pursuant hereto. 

(f) Debt Securities Statements and Reports. Promptly after the furnishing thereof, copies of any statement or report furnished to
any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to
Section 6.01 or any other clause of this Section. 
 (g) SEC Notices. Promptly, and in any event
within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, 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 any Loan Party or any Subsidiary thereof. 
 (h) Additional Information. Promptly, such additional information regarding the calculation of the Borrowing Base and the business, financial, governance or corporate affairs of any Loan Party or
any Subsidiary thereof, or compliance with the terms of the Loan Documents, as Agent or any Lender may from time to time reasonably request. 

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(f) (to the
extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which Borrower posts such documents, or


  
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provides a link thereto on Borrower’s website on the Internet at the website address listed on Schedule 1.01(a); or (b) on which such documents are posted on
Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and Agent have access (whether a commercial, third-party website or whether sponsored by Agent); provided that: (i) Borrower shall deliver paper
copies of such documents to Agent upon Agent’s or any Lender’s request to Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by Agent or such Lender and (ii) Borrower shall notify
Agent and each Lender (by fax transmission or other electronic mail transmission) of the posting of any such documents and provide to Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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 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. 
 Borrower hereby acknowledges that
(A) Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower
Materials”) by posting Borrower Materials on Debt Domain, IntraLinks, Syndtrak 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 Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other
market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that
(1) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (2) by marking Borrower
Materials “PUBLIC,” Borrower shall be deemed to have authorized Agent, any Affiliate thereof, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it
may be sensitive and proprietary) with respect to Borrower or its 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); (3) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;”
and (4) Agent and the any Affiliate thereof and the Arranger 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, Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”. 
 6.03 Notices. Promptly notify Agent and each Lender: 
 (a) of the
occurrence of any Default; 
 (b) of any matter that has resulted or could reasonably be expected to result in a Material
Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between Borrower or any
Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws; 

(c) of the occurrence of any ERISA Event; and 
 (d) of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof, including any determination by Borrower referred to in
Section 2.10(b). 
 Each notice pursuant to this Section 6.03 shall be accompanied by a
statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and, to the extent applicable, stating what 

  
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action Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this
Agreement and any other Loan Document that have been breached. 
 6.04 Payment of Obligations. Pay and discharge before
the same shall become delinquent, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies in excess of the Threshold Amount in the aggregate 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 or IFRS, as applicable, are being maintained by Borrower or such Subsidiary; (b) all lawful claims
in excess of the Threshold Amount which, if unpaid, would by law become a Lien upon any of its property; and (c) all Indebtedness for borrowed money with a principal amount in excess of the Threshold Amount, as and when due and payable, but
subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness. 
 6.05
Preservation of Existence, Etc. 
 (a) Preserve, renew and maintain in full force and effect its legal existence and good
standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; 
 (b) 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 failure to do so
could not reasonably be expected to have a Material Adverse Effect; and 
 (c) preserve or renew all of its registered patents,
trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect. 
 6.06 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; and 
 (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. 

6.07 Maintenance of Insurance.
 (a) Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of Borrower, insurance with respect to its properties and business against loss or
damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance compatible with the following standards) as are customarily carried
under similar circumstances by such other Persons, including, without limitation, terrorism insurance. 
 (b) Evidence of
Insurance. Cause Agent to be named as lenders’ loss payable, loss payee or mortgagee, as its interest may appear, and/or additional insured with respect of any such insurance providing liability coverage or coverage in respect of any
Collateral, and cause, unless otherwise agreed to by Agent, each provider of any such insurance to agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Agent that it will give Agent thirty
(30) days prior written notice before any such policy or policies shall be altered or cancelled (or ten (10) days prior notice in the case of cancellation due to the nonpayment of premiums). Annually, promptly following expiration of
current insurance coverage, the Loan Parties shall provide, or cause to be provided, to Agent, such evidence of insurance as required by Agent, including, but not limited to: (i) certified copies of such insurance policies, (ii) evidence
of such insurance 

  
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policies (including, without limitation and as applicable, ACORD Form 28 certificates (or similar form of insurance certificate), and ACORD Form 25 certificates (or similar form of insurance
certificate)), (iii) declaration pages for each insurance policy and (iv) lender’s loss payable endorsement if Agent for the benefit of the Secured Parties is not on the declarations page for such policy. As requested by Agent, the
Loan Parties agree to deliver to Agent an authorization to share insurance information in such form as may be required from time to time by each of the Loan Parties’ insurance companies. 

6.08 Compliance with Laws. Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to
it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to
comply therewith could not reasonably be expected to have a Material Adverse Effect. 
 6.09 Books and Records.

 (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP or IFRS, as
applicable, in each case consistently applied, shall be made of all financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary, as the case may be; and 

(b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority
having regulatory jurisdiction over such Loan Party or such Subsidiary, as the case may be. Borrower shall maintain at all times books and records pertaining to the Collateral in such detail, form and scope as Agent or any Lender shall reasonably
require. 
 6.10 Inspection Rights. Permit representatives and independent contractors of Agent and each Lender to
visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent
public accountants, all at the expense of Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrower; provided, however, that, excluding any
such visits and inspections during the continuation of an Event of Default, Agent (who may be accompanied by any Lender at such Lender’s option and sole expense), may exercise rights under this Section 6.10 no more often than
two (2) times during any calendar year and only one (1) such time shall be at the expense of Borrower, absent the existence and continuation of an Event of Default; provided further, that when an Event of Default exists Agent or any
Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the sole expense of Borrower at any time during normal business hours, without advance notice, and without restriction as to the number of
visits per year. Agent and the Lenders shall give Borrower the opportunity to participate in any discussions they may have with Borrower’s accountants. 
 6.11 Use of Proceeds. Use the proceeds of the Credit Extensions to refinance existing Indebtedness, for working capital, and to make capital expenditures, in each case not in contravention of any
Law or of any Loan Document. 
 6.12 Additional Guarantors; Pledge of Equity of Foreign Subsidiaries. Notify Agent at the
time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 30 days), unless otherwise agreed to by Agent in writing: 
 (a) with respect to each Significant Subsidiary that is neither a CFC nor owned or deemed to be owned for U.S. federal tax purposes by a CFC, (i) cause such Subsidiary to become a Guarantor by
executing and delivering to Agent a Guaranty, (ii) cause Borrower or any Guarantor to pledge all of their respective Equity Interests in such Significant Subsidiary, and (iii) cause such Significant Subsidiary to execute a security
agreement granting a lien on substantially all of its assets in the form executed by the Guarantors on the Closing Date, or to execute such other documents and instruments requested by Agent in its reasonable discretion; 

  
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 (b) with respect to each Subsidiary that becomes a Material Foreign Subsidiary of Borrower
after the Closing Date, pledge 65% of its Equity Interests in such Material Foreign Subsidiary to Agent by executing a pledge agreement in the form executed by Borrower on the Closing Date, and to provide such evidence that such security interest
has been recorded and is enforceable under the laws of the applicable foreign jurisdiction if requested by Agent in its reasonable discretion; and 
 (c) deliver to Agent documents of the types referred to in Sections 4.01(b) – (g), (j) and 6.14 and, if requested by Agent,
opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory
to Agent. 
 For the avoidance of doubt, no CFC or Foreign Subsidiary shall be required to execute a Guaranty. 

6.13 Covenant to Give Security. 
 (a) Equity Interests and Personal Property. Each Loan Party will cause the Pledged Collateral and all of its tangible and intangible personal property now owned or hereafter acquired by it to be
subject at all times to a first priority, perfected Lien (subject to Permitted Liens to the extent permitted by the Loan Documents) in favor of Agent for the benefit of the Secured Parties to secure the Secured Obligations pursuant to the terms
and conditions of the Collateral Documents. Each Loan Party shall provide opinions of counsel (if requested by Agent) and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form
and substance reasonably satisfactory to Agent. 
 (b) Landlord Waivers. In the case of the chief executive office and
each headquarter location of the Loan Parties, the Loan Parties will provide Agent with such estoppel letters, consents and waivers from the landlords on such real property, in each case, solely to the extent (A) requested by Agent and
(B) the Loan Parties are able to secure such letters, consents and waivers after using commercially reasonable efforts (such letters, consents and waivers shall be in form and substance reasonably satisfactory to Agent, it being acknowledged
and agreed that any landlord waiver shall be in form and substance reasonably satisfactory to Agent). 
 (c) Account Control
Agreements. Each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are or
may be deposited or maintained with any Person, other than (a) the accounts set forth on Schedule 6.14 and designated as unrestricted accounts; provided that the aggregate balance in all such accounts does not exceed
$250,000, (b) deposit accounts that are maintained at all times with depositary institutions as to which Agent shall have received a Qualifying Control Agreement, (c) securities accounts that are maintained at all times with financial
institutions as to which Agent shall have received a Qualifying Control Agreement, (d) deposit accounts established solely as payroll and other zero balance accounts (e) deposit accounts that are maintained with Bank of America or with any
successor Administrative Agent, and (f) other deposit accounts, so long as at any time the aggregate balance in all such accounts does not exceed $100,000. 
 6.14 Principal Depository. To maintain Bank of America as each Loan Party’s principal depository bank, including for the maintenance of business, cash management, operating and administrative
deposit accounts. 
 6.15 Further Assurances. Promptly upon reasonable request by Agent, or any Lender through Agent,
(a) correct any material defect or error that may be discovered in any Loan Document or in the execution, 

  
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acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds,
certificates, assurances and other instruments as Agent, or any Lender through Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent
permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and
maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto
the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its
Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so. 
 ARTICLE VII 

NEGATIVE COVENANTS 
 Each of the Loan Parties hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, no Loan Party shall, nor shall it permit any Subsidiary to, directly or
indirectly: 
 7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, except for the following (the “Permitted Liens”): 

(a) Liens pursuant to any Loan Document; 
 (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed (other
than after-acquired property that is affixed to or incorporated in the property covered by such Lien), (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the
direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); 

(c) Liens for Taxes not yet past 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 or IFRS, as applicable; 
 (d) Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue
for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves or other provisions with respect thereto are maintained on the books of the
applicable Person; in accordance with GAAP or IFRS, as applicable; 
 (e) 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; 
 (f) deposits to secure the performance of bids, trade contracts 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; 
 (g) easements, rights-of-way, restrictions and other similar encumbrances
affecting real property 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; 

  
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 (h) 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 8.01(h); 
 (i) Liens
securing Indebtedness permitted under Section 7.02(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (other than after-acquired property
that is affixed to or incorporated in the property covered by such Lien), and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;

 (j) leases, licenses, subleases or sublicenses granted to its customers in the ordinary course of business and in furtherance
of the business of Borrower and its Subsidiaries; 
 (k) Liens (i) of a collection bank arising under Section 4-210 of
the Uniform Commercial Code on items in the course of collection and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary
in the banking industry; 
 (l) Liens consisting of an agreement to Dispose of any property permitted under
Section 7.05, solely to the extent such Disposition is permitted on the date of the creation of such Lien; 

(m) Liens on property of any Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary to the extent permitted under
Section 7.02; 
 (n) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods in the ordinary course of business; 
 (o) Liens securing
Indebtedness that is permitted under Section 7.02(k), provided that such secured Indebtedness does not exceed $2,000,000 at any time; 
 (p) Liens on property of Nessco Group or any of its Subsidiaries securing Indebtedness that is permitted under Section 7.02(l) and provided that such Liens comply with the terms of the
Post-Closing Agreement; and 
 (q) Liens on property of Borrower or any of its Subsidiaries securing Indebtedness that is
permitted under Section 7.02(m). 
 7.02 Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness, except: 
 (a) Indebtedness under the Loan Documents; 

(b) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or
extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal 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 terms relating to principal amount, amortization, maturity, collateral (if any)
and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less
favorable in any material respect to the Loan Parties or Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; 

  
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 (c) Guarantees of Borrower or any Subsidiary in respect of Indebtedness otherwise permitted
hereunder of Borrower or any Subsidiary; 
 (d) obligations (contingent or otherwise) of Borrower or any Subsidiary 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) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in
Section 7.01(i); provided that, the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $4,500,000; 
 (f) Indebtedness that is approved by the Required Lenders in writing in their sole discretion; 
 (g) Indebtedness representing deferred compensation to key executive officers of Borrower and its Subsidiaries in the ordinary course of business; 

(h) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors and employees, their
respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Borrower permitted by Section 7.06(d); 
 (i) Indebtedness consisting of a purchase price or similar adjustment which is incurred by Borrower or its Subsidiaries in connection with any Disposition permitted under Section 7.05;

 (j) Indebtedness in respect of netting services, overdraft protection and similar treasury arrangements in each case in
connection with deposit accounts; 
 (k) Indebtedness in an aggregate principal amount not to exceed $3,000,000 at any one time
outstanding, of which up to $2,000,000 may constitute, secured Indebtedness pursuant to Section 7.01(o); 

(l) Indebtedness owed by Nessco Group or any of its Subsidiaries to Clydesdale Bank PLC pursuant to the Clydesdale Bonding Facility
Agreement in an aggregate amount not to exceed £2,000,000 or the Dollar Equivalent thereof, at any time outstanding; 

(m) Indebtedness of Borrower or any of its Subsidiaries under the BofA Bonding Facility; and 

(n) Indebtedness owed by Foreign Subsidiaries in an aggregate principal amount not to exceed $7,000,000 at any time outstanding until
September 30, 2012, and not to exceed $5,000,000 at any time outstanding at all times thereafter. 
 7.03
Investments. Make or hold any Investments, except: 
 (a) Investments held by Borrower and its Subsidiaries in the form
of cash or Cash Equivalents or short-term marketable debt securities; 
 (b) advances to officers, directors and employees of
Borrower and Subsidiaries (i) in an aggregate amount not to exceed $100,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes, and (ii) after the Closing Date in an aggregate amount not
to exceed $500,000 to enable such officers, directors and employees to pay taxes incurred in connection with the exercise of cashless warrants and “penny” warrants; 

  
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 (c) Investments (i) by Borrower and other Loan Parties in any Subsidiaries of Borrower
that are not Loan Parties, provided that the aggregate amount of all such Investments in any fiscal year does not exceed $5,000,000, (ii) by any Loan Party or any Subsidiary in any Loan Party, and (iii) by Subsidiaries of Borrower
that are not Loan Parties in Borrower or other Subsidiaries of Borrower; 
 (d) Investments consisting of extensions of credit
in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to
the extent reasonably necessary in order to prevent or limit loss; 
 (e) Guarantees permitted by
Section 7.02; 
 (f) Investments existing on the date hereof and set forth on Schedule 7.03;

 (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted under
Section 7.05; 
 (h) Investments in the ordinary course of business consisting of endorsements for collection
or deposit; 
 (i) to the extent constituting Investments, transactions permitted under Sections 7.02,
7.04, 7.05 and 7.06; 
 (j) Investments by (i) Borrower in RigNet Luxembourg and
RigNet UK Holdings, (ii) RigNet UK Holdings in RigNet Scotland, (iii) RigNet Scotland in Nessco Group, and (iv) intercompany contributions affecting the ownership of RigNet UK Limited, in each case in the form of intercompany loans
and capital contributions made substantially concurrent with the Closing Date or Nessco Acquisition; 
 (k) the Nessco
Acquisition to the extent consummated not later than July 5, 2012; and 
 (l) so long as immediately after giving effect to
any such Investment no Event of Default has occurred and is continuing, other Investments not exceeding $1,000,000 in the aggregate for Borrower and its Subsidiaries in any fiscal year of Borrower. 

7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: 

(a) any Subsidiary may merge with (i) Borrower, provided that Borrower shall be the continuing or surviving Person, or
(ii) any one or more other Subsidiaries (including a merger the purpose of which is to reorganize such Subsidiary in a new jurisdiction), provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned
Subsidiary shall be the continuing or surviving Person, and, provided further, that if a Guarantor is merging with another Subsidiary, the Guarantor shall be the surviving Person; and 

(b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Borrower or to
another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be Borrower or a wholly-owned Subsidiary and, provided further, that if the transferor of such
assets is a Guarantor, the transferee must either be Borrower or a Guarantor. 

  
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 7.05 Dispositions. Make any Disposition, except: 

(a) Permitted Transfers; 
 (b) Dispositions of obsolete or worn out property or property no longer used in the conduct of business, whether now owned or hereafter acquired, in the ordinary course of business; 

(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase
price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; 
 (d) Dispositions, not otherwise permitted under this Section 7.05, that constitute Investments permitted under Section 7.03; 

(e) Dispositions permitted by Sections 7.04 and 7.13; 

(f) a Sale and Leaseback Transaction with respect to the Specified Property; and 

(g) Dispositions not otherwise permitted under this Section 7.05; provided that (i) at the time of such
Disposition, no Event of Default shall exist or would result therefrom, (ii) the aggregate book value of all property Disposed in reliance on this clause (i) shall not exceed $2,000,000 in any fiscal year and (iii) the purchase price
for such property shall be paid to Borrower or such Subsidiary for not less than 75% cash consideration; 
 provided that, any
Disposition pursuant to clauses (a) (other than Dispositions permitted under clause (b) of the definition of Permitted Transfers), (b), (c), (f) and (g) shall be for fair market
value. 
 To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05, such Collateral shall be
sold free and clear of the Liens created by the Loan Documents, and Agent shall be authorized to and shall take any actions it deems appropriate in order to effectuate the foregoing. 

7.06 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 make Restricted Payments to Borrower, Guarantors and any other
Person that owns an Equity Interest 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) Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or
other common Equity Interests of such Person; 
 (c) so long as no Default shall have occurred and be continuing or would result
therefrom, Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests;

 (d) so long as no Default shall have occurred and be continuing or would result therefrom, Borrower may repurchase Equity
Interests issued by it from directors, employees or members of management of Borrower or any Subsidiary (or their estate, family members, spouse and/or former spouses) after the Closing Date in an aggregate amount not in excess of $2,000,000; and


  
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 (e) so long as no Default shall have occurred and be continuing or would result therefrom,
Borrower may make repurchases of Equity Interests issued by it deemed to occur upon the exercise of cashless or penny warrants or employee stock options. 
 7.07 Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by Borrower and its Subsidiaries on the date hereof or any
business substantially related or incidental thereto. 
 7.08 Transactions with Affiliates. Except as disclosed on
Schedule 7.08, enter into any transaction of any kind with any Affiliate of Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to Borrower or such
Subsidiary as would be obtainable by Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to intercompany transactions
between or among Borrower and any of its Subsidiaries which are expressly permitted under Sections 7.02, 7.03, 7.04, 7.05 and 7.06. 

7.09 Burdensome Agreements. Enter into any Contractual Obligation (other than this Agreement, any other Loan Document, or any loan
agreements relating to the Indebtedness listed on Schedule 7.03) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to Borrower or any Guarantor or to otherwise transfer property to Borrower or
any Guarantor, (ii) of any Subsidiary to Guarantee the Indebtedness of Borrower or (iii) of Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided that, this
subsection (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.02(e) solely to the extent any such negative pledge relates to the
property financed by or the subject of such Indebtedness, or (y) customary restrictions in leases, subleases, licenses, or asset sale agreements otherwise permitted under this Agreement so long as such restrictions relate solely to the assets
subject thereto; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person. 
 7.10 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. 

7.11 Financial Covenants. 
 (a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of Borrower set forth below to be greater than the ratio set forth below opposite such
period: 
  

			
	 Measurement Periods
	  	Maximum
Consolidated
Leverage Ratio
	 Closing Date through June 30, 2013
	  	2.50 to 1.00
	 September 30, 2013 through June 30, 2014
	  	2.25 to 1.00
	 September 30, 2014 and each fiscal quarter thereafter
	  	2.00 to 1.00

 (b) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio
as of the end of any fiscal quarter of Borrower to be less than 1.35 to 1.00. 

  
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 7.12 Fiscal Year and Accounting Changes. 

(a) change its fiscal year; or 
 (b) make any chance in accounting policies or reporting practices, except as required by GAAP or IFRS, as applicable. 
 7.13 Sale and Leaseback Transactions. Enter into any Sale and Leaseback Transaction except (a) any Sale and Leaseback Transaction with respect to the Specified Property, or (b) with
Agent’s prior written consent. 
 7.14 Sanctions. Permit any Loan or the proceeds of any Loan, directly or
indirectly, (a) to be lent, contributed or otherwise made available to fund any activity or business in any Designated Jurisdiction; (b) to fund any activity or business of any Person located, organized or residing in any Designated
Jurisdiction or who is the subject of any Sanctions; or (c) in any other manner that will result in any violation by any Person (including any Lender, Agent, the L/C Issuer or the Swingline Lender) of any Sanctions. 

ARTICLE VIII 

EVENTS OF DEFAULT AND REMEDIES 
 8.01 Events of Default. Any of the following shall constitute an Event of Default: 
 (a) Non-Payment. Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or (ii) within three (3) days after the
same becomes due, (A) any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, (B) any interest on any Loan or on any L/C Obligation, or (C) any fee due hereunder, or (iii) within five
(5) days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or 
 (b)
Specific Covenants. Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.01, 6.03(a), 6.05 (with respect to Borrower), 6.11 or
Article VII, or any Guarantor fails to perform or observe any term, covenant or agreement contained in the Guaranty; or 
 (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any
Loan Document on its part to be performed or observed and such failure continues for thirty (30) days; or 
 (d)
Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in
connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or 
 (e)
Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or
Guarantee of Indebtedness (other than Indebtedness hereunder and Indebtedness 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 the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee 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 Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee
or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness 

  
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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 Indebtedness to be
made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; (ii) 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 a Loan Party or any Subsidiary thereof 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 a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold
Amount; or 
 (f) Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary thereof 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 (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and
continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or 
 (g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary thereof 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 (A) for any Foreign Subsidiary
within sixty (60) days after its issue of levy, and (B) for Borrower or any Domestic Subsidiary, within thirty (30) days after its issue or levy; or 
 (h) Judgments. There is entered against any Loan Party or any Subsidiary thereof (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such
judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified of the potential claim and does
not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, 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 (x) ten (10) consecutive days for Borrower or any Domestic Subsidiary, or (y) 60 consecutive days for any Subsidiary of Borrower that is a
CFC, 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 could
reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) Borrower 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 the
Threshold Amount; or 
 (j) Invalidity of Loan Documents. Any Loan Document or any provision thereof, 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 Obligations, ceases to be in full force and effect; or any Loan Party, or any Subsidiary that is party to a
Collateral Document, contests in writing the validity or enforceability of any Loan Document or any provision thereof; or any Loan Party, or any Subsidiary that is party to a Collateral Document, 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 any provision thereof; or 

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

Without limiting the provisions of Article IX, if a Default shall have occurred under the Loan Documents, then such
Default will continue to exist until it either is cured (to the extent specifically permitted) in accordance with the Loan Documents or is otherwise expressly waived by Agent (with the approval of requisite Appropriate Lenders (in their sole
discretion) as determined in accordance with Section 11.01); and once an Event of Default occurs under the Loan Documents, then such Event of Default will continue to exist until it is expressly waived by the requisite
Appropriate Lenders or by Agent with the approval of the requisite Appropriate Lenders, as required hereunder in Section 11.01. 
 8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, 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 Borrower; 
 (c) require that Borrower Cash Collateralize the
L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); 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 equity; 
 provided that, upon the occurrence of an actual or deemed entry of an order for relief with respect to 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 Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of Agent or any Lender. 

8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have
automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02) or if at any time insufficient funds are received by
and available to Agent to pay fully all Secured Obligations then due hereunder, any amounts received on account of the Secured Obligations shall, subject to the provisions of Sections 2.14 and 2.15, be applied by Agent in
the following order: 
 (a) to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and
other amounts (including reasonable fees, charges, out-of-pocket expenses, and disbursements of counsel to Agent and amounts payable under Article III) payable to Agent in its capacity as such; 

(b) to payment of that portion of the Secured 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 reasonable fees, charges, out-of-pocket expenses, and disbursements of counsel to the respective Lenders and the L/C Issuer arising under the Loan
Documents 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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 (c) to payment of that portion of the Secured Obligations constituting accrued and unpaid
Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Secured Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third
payable to them; 
 (d) to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C
Borrowings and Secured Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts
described in this clause Fourth held by them; 
 (e) to Agent for the account of the L/C Issuer, to 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 Borrower pursuant to Sections 2.03 and 2.14; and 

(f) the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to Borrower or as otherwise required
by Law. 
 Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of
Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or
expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. 
 Notwithstanding the
foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if Agent has not received a Secured Party Designation Notice, together with such
supporting documentation as Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding
sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto. 

ARTICLE IX 

ADMINISTRATIVE AGENT 
 9.01 Appointment and Authority.
 (a) Appointment. Each of the
Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes Bank of America to act on its behalf as Agent hereunder and under the other Loan Documents and authorizes Agent to take such actions on its behalf and to exercise such
powers as are delegated to 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 Agent, the Lenders and the L/C Issuer, and
neither Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar
term) with reference to 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 as a matter of market custom, and is intended
to create or reflect only an administrative relationship between contracting parties. 

  
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 (b) Collateral Agent. Agent shall also act as the “collateral agent” under
the Loan Documents, and each of the Lenders (including in such Lender’s capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes Agent to act as the agent of
such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably
incidental thereto. In this connection, Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the
Collateral (or any portion thereof granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of Agent, shall be entitled to the benefits of all provisions of this Article IX and
Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect
thereto. 
 9.02 Rights as a Lender. The Person serving as 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 Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as 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 banking, trust, financial, advisory, underwriting or other business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not Agent hereunder and without any duty to account
therefor to the Lenders or to provide notice to or consent of the Lenders with respect thereto. 
 9.03 Exculpatory
Provisions. 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,
Agent and its Related Parties: 
 (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 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 Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is
contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may affect a forfeiture, modification or termination of property of a
Defaulting Lender in violation of any Debtor Relief Law; and 
 (c) shall not, except as expressly set forth herein and in the
other Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as
Agent or any of its Affiliates in any capacity. 
 Neither Agent nor any of its Related Parties shall be liable for any action
taken or not taken by Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (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 Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 8.02) or (ii) in the absence of its own
gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Any such action taken or failure to act pursuant to the foregoing shall be binding on all Lenders. Agent shall be deemed
not to have knowledge of any Default unless and until notice describing such Default is given in writing to Agent by Borrower, a Lender or the L/C Issuer. 

  
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 Neither Agent nor any of its Related Parties have any duty or obligation to any Lender or
participant or any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any
Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by
the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to Agent. 
 9.04 Reliance by Administrative Agent. Agent shall be entitled to rely upon, and
shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, 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. 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 be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension,
renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless 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. 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. For purposes of determining compliance with the conditions specified in
Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to a Lender unless Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objections. 
 9.05 Delegation of Duties. 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 Agent. 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 Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facilities as well as activities as Administrative Agent. Agent shall not be responsible for the
negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that Agent acted with gross negligence or willful misconduct in the selection of such
sub-agents. 
 9.06 Resignation of Administrative Agent. 

(a) Notice. Agent may at any time resign as Administrative Agent upon thirty (30) days’ notice to the Lenders, the L/C
Issuer and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with Borrower’s consent so long as no Default or Event of Default exists (which consent shall not be unreasonably withheld,
conditioned or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment prior 

  
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to the effective date of the resignation of Agent gives (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on
behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if Agent shall notify Borrower and the Lenders that no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective. 
 (b) Effect of Resignation or Removal. With
effect from the Resignation Effective Date (i) 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 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 (ii) except
for any indemnity payments or other amounts then owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and the L/C Issuer
directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the
retiring Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), 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 Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between 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. 

(c) L/C Issuer and Swingline Lender. Any resignation by Bank of America as Administrative Agent pursuant to this
Section shall also constitute its resignation as L/C Issuer and Swingline Lender. If Bank of America resigns as an 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 LIBOR Daily Floating Rate Loans or fund risk participations in
Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and
outstanding as of the effective date of such resignation, including the right to require the Lenders to make LIBOR Daily Floating Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c).
Upon the appointment by Borrower of a successor L/C Issuer or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as applicable, (ii) the retiring L/C Issuer and Swingline 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 Bank of America
to provide credit support for or effectively assume the obligations of Bank of America with respect to such Letters of Credit. 

9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has,
independently and without reliance upon 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, 

  
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independently and without reliance upon 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. 

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

9.09 Administrative Agent May File Proofs of Claim; Credit Bidding. In case of the pendency of any proceeding under any Debtor
Relief Law or any other judicial proceeding relative to any Loan Party, 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 Agent shall have made any demand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: 
 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Secured Obligations that are owing and unpaid and
to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C
Issuer and Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and Agent under Sections 2.03(h) and (i), 2.09, 2.10(b) 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 Agent and, in the event that Agent shall consent to the making of such payments directly to the Lenders and the
L/C Issuer, to pay to Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Agent and its agents and counsel, and any other amounts due Agent under Sections 2.09, 2.10(b) and
11.04. 
 Nothing contained herein shall be deemed to authorize 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 Secured Obligations or the rights of any Lender or the L/C Issuer to authorize Agent to vote in respect of the claim of
any Lender or the L/C Issuer or in any such proceeding. 
 The Loan Parties and the Secured Parties hereby irrevocably authorize
Agent, based upon the instruction of the Required Lenders, to (a) credit bid and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under
the provisions of the Bankruptcy Code, including under Section 363 of the Bankruptcy Code or any similar Laws in any other jurisdictions to which a Loan Party is subject, or (b) credit bid and in such manner purchase (either
directly or through one or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted by (or with the consent or at the direction of) Agent (whether by judicial action or otherwise) in
accordance with applicable Law. In connection with any such credit bid and purchase, the Secured Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Secured Obligations with respect to
contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not unduly delay the ability of Agent to credit bid and purchase at such sale or other disposition of the Collateral and, if such claims
cannot be estimated without unduly delaying the ability of Agent to credit bid, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the asset or assets purchased by means of such credit bid) and the
Secured Parties whose Secured Obligations are credit bid 

  
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shall be entitled to receive interests (ratably based upon the proportion of their Secured Obligations credit bid in relation to the aggregate amount of Secured Obligations so credit bid) in
the asset or assets so purchased (or in the Equity Interests of the acquisition vehicle or vehicles that are used to consummate such purchase). Except as provided above and otherwise expressly provided for herein or in the other Collateral
Documents, Agent will not execute and deliver a release of any Lien on any Collateral. Upon request by Agent or Borrower at any time, the Secured Parties will confirm in writing Agent’s authority to release any such Liens on particular types or
items of Collateral pursuant to this Section 9.09. 
 9.10 Collateral and Guaranty Matters. Each of
the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably authorizes Agent, at its option and in its discretion, 

(a) to release any Lien on any property granted to or held by Agent under any Loan Document (i) upon the Facility Termination Date,
(ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or
ratified in writing by the Required Lenders in accordance with Section 11.01; 
 (b) to subordinate any Lien
on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document; and 

(c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a
transaction permitted under the Loan Documents. 
 Upon request by Agent at any time, the Required Lenders will confirm in
writing Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as
specified in this Section 9.10, Agent will, at Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral
from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan
Documents and this Section 9.10. 
 Agent shall not be responsible for or have a duty to ascertain or inquire
into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor
shall Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. 

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

  
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required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge
Agreements in the case of a Facility Termination Date. 
 ARTICLE X 

CONTINUING GUARANTY 
 10.01 Guaranty. Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection,
prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Secured Obligations, whether for principal, interest, premiums, fees,
indemnities, damages, costs, expenses or otherwise, of Borrower to the Secured Parties, arising hereunder or under any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions,
amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties and payable under this Agreement or any of the other Loan Documents in connection with the collection or
enforcement thereof). Notwithstanding the foregoing, the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder
subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law. Agent’s books and records showing the amount of the Secured Obligations shall be admissible
in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations absent manifest error. This Guaranty shall not be affected by the genuineness,
validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or
by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty (except for the defense of payment in full of the Secured
Obligations), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. 
 10.02 Rights of Lenders. Each Guarantor consents and agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability
or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Secured Obligations or any part thereof; (b) take, hold, exchange, enforce, waive,
release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Secured Obligations; (c) apply such security and direct the order or manner of sale thereof as Agent, the L/C Issuer and the Lenders in
their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Secured Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of,
or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor. 

10.03 Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of Borrower
or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are
more burdensome than those of Borrower; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to require Agent or any Secured Party to proceed against Borrower, proceed against or
exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and
(f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or 

  
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exonerating guarantors or sureties (except for the defense of payment in full of the Secured Obligations). Each Guarantor expressly waives all setoffs and counterclaims and all presentments,
demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices
of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations, including but not limited to the benefits of Chapter 34 of the Texas Business and Commerce Code, §17.01 of the Texas Civil
Practice and Remedies Code, and Rule 31 of the Texas Rules of Civil Procedure, or any similar statute. 
 10.04 Obligations
Independent. The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Secured Obligations and the obligations of any other guarantor, and a separate action may be brought
against each Guarantor to enforce this Guaranty whether or not Borrower or any other person or entity is joined as a party. 

10.05 Subrogation. No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights
with respect to any payments it makes under this Guaranty until all of the Secured Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and the Commitments and the Facilities are terminated. If
any amounts are paid to a Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to reduce the amount of the Secured
Obligations, whether matured or unmatured. 
 10.06 Termination; Reinstatement. This Guaranty is a continuing and
irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be
revived, as the case may be, if any payment by or on behalf of Borrower or a Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Secured Obligations 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 any of the Secured Parties in their discretion) to be repaid to a trustee, receiver
or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released
this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Guaranty. 

10.07 Stay of Acceleration. If acceleration of the time for payment of any of the Secured Obligations is stayed, in connection
with any case commenced by or against a Guarantor or Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointly and severally, immediately upon demand by the Secured Parties.

 10.08 Condition of Borrower. Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has
adequate means of, obtaining from Borrower and any other guarantor such information concerning the financial condition, business and operations of Borrower and any such other guarantor as such Guarantor requires, and that none of the Secured Parties
has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to it any information relating to the business, operations or financial condition of Borrower or any other guarantor (each Guarantor waiving any duty on
the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same). 

10.09 Appointment of Borrower. Each of the Guarantors hereby appoints Borrower to act as its agent for all purposes of this
Agreement and the other Loan Documents and agrees that (a) Borrower may execute such documents on behalf of such Guarantor as Borrower deems appropriate in its sole discretion and each Guarantor


  
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shall be obligated by all of the terms of any such document executed on its behalf, (b) any notice or communication delivered by Agent or the Lender to Borrower shall be deemed delivered to
each Guarantor and (c) Agent or the Lenders may accept, and be permitted to rely on, any document, instrument or agreement executed by Borrower on behalf of each Guarantor. 

10.10 Right 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, but in all cases subject to the terms of this Agreement and the other Loan Documents. To the extent that any Guarantor shall be required
hereunder to pay a portion of the Secured Obligations which shall exceed the greater of (a) the amount of the economic benefit actually received by such Guarantor from the Loans and the L/C Borrowings, and (b) the amount which such
Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the Secured Obligations (excluding the amount thereof repaid by Borrower) in the same proportion as such Guarantor’s net worth at the date enforcement
hereunder is sought bears to the aggregate net worth of all of the Guarantors at the date enforcement hereunder is sought, then the Guarantors agree among themselves that such Guarantor shall be reimbursed by such other Guarantors for the amount of
such excess, pro rata, based on the net worth of each other Guarantor at the date enforcement hereunder is sought. 
 ARTICLE XI

 MISCELLANEOUS 
 11.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letter), and no consent to any departure by Borrower or any other
Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and Borrower or the applicable Loan Party, as the case may be, and acknowledged by 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 no such amendment, waiver or consent shall: 
 (a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender; provided that, in the sole discretion of Agent, only a waiver by Agent shall be
required with respect to immaterial matters or items specified in Section 4.01(a)(iii) or (iv) with respect to which Borrower has given assurances satisfactory to Agent that such items shall be delivered
promptly following the Closing Date 
 (b) without limiting the generality of clause (a) above, waive any condition
set forth in Section 4.02 as to any Credit Extension under a particular Facility without the written consent of the Required Revolving Lenders or the Required Term Lenders, as the case may be; 

(c) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02)
without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent in Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or
increase in Commitments of any Lender); 
 (d) 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) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment;

 (e) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause
(v) of the second 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 such amount; provided,
however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default 

  
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Rate” or to waive any obligation of Borrower to pay interest or Letter of Credit Fees at the Default Rate, or (ii) 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; 
 (f) change (i) Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each
Lender, or (ii) Section 2.12(f) in a manner that would alter the pro rata application required thereby without the written consent of each Lender directly affected thereby; 

(g) change any provision of this Section 11.01 or the definition of “Required Lenders” or any other
provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder (other than the definitions
specified in clause (ii) of this Section 11.01(g)), without the written consent of each Lender; 
 (h) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; 

(i) release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the
release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by Agent acting alone); or 
 (j) release Borrower or permit the borrower to assign or transfer any of its rights or obligations under this Agreement or the other Loan Documents without the consent of each Lender; 

and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to
the Lenders required above, 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; (ii) no amendment, waiver or consent shall, unless in writing
and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by Agent in
addition to the Lenders required above, affect the rights or duties of Agent under this Agreement or any other Loan Document; (iv) any fee letters executed in connection therewith may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto; (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (vi) subject to Section 9.10, any
Collateral Document may be amended in a writing executed by Agent and the parties thereto. Notwithstanding anything to the contrary herein, (A) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other
than Defaulting Lenders, except that (1) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (2) any waiver, amendment or modification requiring the consent of all Lenders or each
affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;
(B) 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 (C) 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. 

  
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 Notwithstanding anything to the contrary herein Agent may, with the prior written consent of Borrower only,
amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency. 
 If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required
Lenders, Borrower may replace such Non-Consenting Lender in accordance with Section 11.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such
Section (together with all other such assignments required by Borrower to be made pursuant to this paragraph). 
 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 fax transmission or other electronic mail transmission 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 Borrower or any other Loan Party, Agent, the
L/C Issuer or the Swingline Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 1.01(a); and 

(ii) if to any other Lender, to the address, facsimile 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 Borrower). 
 Notices and other communications sent by hand or overnight courier service
shall be deemed to have been given when received; notices sent by certified or registered mail shall be deemed to have been given upon the earlier of actual receipt by the relevant party and four (4) Business Days after deposit in the mail,
postage prepaid; notices and other communications sent by fax transmission or other electronic mail transmission shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed
to have been given at the opening of business on the next Business Day for the recipient). 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 electronic mail address and Internet or intranet websites) pursuant to procedures approved by Agent, provided that the foregoing
shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified Agent that it is incapable of receiving notices under such Article by electronic
communication. Agent, the Swingline Lender, the L/C Issuer or Borrower may each, 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 Agent
otherwise prescribes, (i) notices and other communications sent to an electronic 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 electronic mail 

  
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address or other written acknowledgement), 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 electronic mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses
(i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next
business day for the recipient. 
 (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 Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrower, 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 Borrower’s, any Loan Party’s or 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 Borrower, any Lender, 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 of Borrower, Agent, the L/C Issuer and the Swingline Lender may change its
address, facsimile number or telephone number or electronic mail address for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile number or telephone number or
electronic mail address for notices and other communications hereunder by notice to Borrower, Agent, the L/C Issuer and the Swingline Lender. In addition, each Lender agrees to notify Agent from time to time to ensure that Agent has on record
(i) an effective address, contact name, telephone number, facsimile 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 (1) 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 Borrower or its securities for purposes of United States federal or state securities laws.

 (e) Reliance by Administrative Agent, L/C Issuer and Lenders. Agent, the L/C Issuer and the Lenders shall be entitled
to rely and act upon any notices (including telephonic or electronic Loan Notices, Letter of Credit Applications and Swingline 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 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 Agent may be recorded by Agent, and each of the parties hereto hereby consents to such recording. 

  
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 11.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the L/C
Issuer or Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder or under any other Loan Document 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, Agent in accordance with Section 8.02 for the benefit of
all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) 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 Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline 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 Agent pursuant to Section 8.02 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; Damage Waiver. 

(a) Costs and Expenses. The Loan Parties shall pay (i) all reasonable out-of-pocket expenses incurred by Agent and its
Affiliates (including the reasonable fees, charges and disbursements of counsel for 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 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 Agent, any Lender or the L/C
Issuer (including the fees, charges and disbursements of any counsel for 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 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 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), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower or any other 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 or the consummation of the transactions contemplated hereby or thereby, or, in the case of 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 

  
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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 a Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to a Loan Party or any of its Subsidiaries, 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 Borrower or any other Loan Party or any of Borrower’s or such Loan Party’s directors,
shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE;
provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are (x) 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 Borrower or any of its Subsidiaries against an Indemnitee for breach in bad faith of such
Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting
the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 

(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 it to Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to
Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender 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 based
on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such
Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for Agent (or any
such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d). 

(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 referred to in
subsection (b) above 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 (10) Business Days after demand therefor. 

  
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 (f) Survival. The agreements in this Section and the indemnity provisions of
Section 11.02(e) shall survive the resignation of Agent, the L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Aggregate 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 Borrower is made to
Agent, the L/C Issuer or any Lender, or 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 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 Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by 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 neither Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of Agent 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, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of 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(s) and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided that (in each case with respect to any Facility) 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 under any
Facility and/or the Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section in
the aggregate 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 

  
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 (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 Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than
$5,000,000, in the case of any assignment in respect of the Revolving Facility, or $1,000,000, in the case of any assignment in respect of the Term Facility, unless each of Agent and, so long as no Event of Default has occurred and is continuing,
Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed). 
 (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 and the other Loan Documents with respect to the Loans and/or
the Commitment assigned, except that this clause (ii) shall not apply to the Swingline Lender’s rights and obligations in respect of Swingline Loans. 
 (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 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 Borrower shall be deemed to have consented to
any such assignment unless it shall object thereto by written notice to Agent within five (5) Business Days after having received notice thereof; 
 (B) the consent of Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Term Commitment or any Revolving Commitment if
such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (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 and the Swingline Lender
shall be required for any assignment in respect of the Revolving Facility. 
 (iv) Assignment and
Assumption. The parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that 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 Agent an Administrative Questionnaire. 

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to Borrower or any of
Borrower’s Affiliates or Subsidiaries, (B) to 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) to
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 Agent in an
aggregate amount sufficient, upon distribution thereof as appropriate 

  
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(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Borrower and 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 (A) pay and satisfy in full all payment liabilities then owed
by such Defaulting Lender to Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and
Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance
with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 
 Subject to acceptance and recording thereof by 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); provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any
party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, 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. Agent, acting solely for this purpose as an agent of Borrower (and such agency being solely for
tax purposes), shall maintain at Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts (and stated interest) 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, absent manifest error, and Borrower, Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by 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, Borrower or Agent, sell participations to
any Person (other than a natural Person, a Defaulting Lender or Borrower or any of 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 Swingline 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) Borrower, 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. For the avoidance of doubt, each Lender shall be responsible for the indemnity under
Section 11.04(c) without regard to the existence of any participations. 
 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, 

  
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without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant.
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 (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it
were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it
acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each
Lender that sells a participation agrees, at Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. 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 that such Participant agrees to be subject to Section 2.13 as though it were
a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of
each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
(including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such
disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be
conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the
avoidance of doubt, Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 
 (e) 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 or Notes, 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. 
 (f) Resignation as L/C Issuer or Swingline 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 (30) days’ notice to Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to Borrower, resign as Swingline Lender. In the event of any such resignation as L/C Issuer or Swingline
Lender, Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swingline Lender hereunder; provided that, no failure by Borrower to appoint any such successor shall affect the resignation of Bank of America as
L/C Issuer or Swingline 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 LIBOR Daily Floating Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to
Section 2.03(c)). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of
such resignation, including the right to require the Lenders to make LIBOR Daily Floating Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C
Issuer and/or Swingline Lender, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer 

  
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or Swingline Lender, as the case may be, and (B) 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 provide credit support for or effectively assume the obligations of Bank of America with respect to such Letters of Credit. 

11.07 Treatment of Certain Information; Confidentiality. 
 (a) Treatment of Certain Information. Each of 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 (i) to its Affiliates and to its Related Parties solely in connection with the transaction contemplated hereby (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), (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any other party hereto, (v) 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, (vi) subject to an agreement
containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (B) any actual or
prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to Borrower and its obligations, this Agreement or payments hereunder, (vii) on a confidential basis
to (A) any rating agency in connection with rating Borrower or its Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP
numbers or other market identifiers with respect to the credit facilities provided hereunder, (viii) with the consent of Borrower or to the extent such Information (1) becomes publicly available other than as a result of a breach of this
Section or (2) becomes available to Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source (not known to Agent or such Lender to be bound by a confidentiality agreement) other than
Borrower. For purposes of this Section, “Information” means all information received from Borrower or any Subsidiary relating to Borrower or any Subsidiary or any of their respective businesses, other than any such information that is
available to Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by Borrower or any Subsidiary. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to
have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 

(b) Non-Public Information. Each of Agent, the Lenders and the L/C Issuer acknowledges that (i) the Information may include
material non-public information concerning a Loan Party or a Subsidiary, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information and (iii) it will handle such material non-public
information in accordance with applicable Law, including United States federal and state securities Laws. 
 (c) Press
Releases. The Loan Parties and their Affiliates agree that they will not in the future issue any press releases or other public disclosure using the name of Agent or any Lender or their respective Affiliates or referring to this Agreement or any
of the Loan Documents without the prior written consent of Agent, unless (and only to the extent that) the Loan Parties or such Affiliate is required to do so under law and then, in any event the Loan Parties or such Affiliate will consult with
such Person before issuing such press release or other public disclosure. 

  
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 (d) Customary Advertising Material. The Loan Parties consent to the publication by
Agent or any Lender of customary advertising material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties. 

11.08 Right of Setoff. 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 Borrower or any other Loan Party against any and all of
the obligations of Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, the L/C Issuer or
Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of Borrower or such Loan Party may be contingent or unmatured, secured or unsecured, or are owed to a branch, office or Affiliate of
such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all
amounts so set off shall be paid over immediately to 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 Agent, the L/C Issuer and the Lenders, and (b) the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Secured 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 Borrower and 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. In the event of any conflict between the right of setoff of any Lender pursuant to a deposit account control agreement among any Loan Party, Agent, and such Lender in its capacity as depository bank, and this
Section 11.08, such Lender agrees that provisions of this Section 11.08 shall control. 

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 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 Borrower. In determining whether the interest contracted for, charged, or received by 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 and each of the other Loan Documents 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, the other Loan Documents, and any separate
letter agreements with respect to fees payable to Agent or the L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by Agent and when 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 or any other Loan Document, or any certificate delivered thereunder, by fax transmission or other electronic
mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. Without 

  
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limiting the foregoing, to the extent a manually executed counterpart is not specifically required to be delivered under the terms of any Loan Document, upon the request of any party, such fax
transmission or electronic mail transmission shall be promptly followed by such manually executed counterpart. 
 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 Agent and each Lender, regardless of any investigation made by Agent or any Lender or on their behalf and notwithstanding that 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 (unless such Letter of Credit has been Cash Collateralized). 
 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, 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 Agent, the L/C Issuer or the Swingline Lender, as
applicable, then such provisions shall be deemed to be in effect only to the extent not so limited. 
 11.13 Replacement of
Lenders. If Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives
Borrower the right to replace a Lender as a party hereto, then Borrower may, at its sole expense and effort, upon notice to such Lender and 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 (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under
this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: 

(a) Borrower shall have paid to Agent the assignment fee (if any) specified in Section 11.06(b) (unless waived in
writing by Agent); 
 (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 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 an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the 

  
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validity of the removal of such Non-Consenting Lender and the mandatory assignment of such Non-Consenting Lender’s outstanding Loans pursuant to this Section 11.13 shall
nevertheless be effective without the execution by such Non-Consenting Lender of an Assignment and Assumption and such Non-Consenting Lender shall be deemed to have consented to such 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 Borrower to require such assignment and delegation cease to apply. 
 11.14 Governing
Law; Jurisdiction; Etc. 
 (a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER
LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT,
AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS. 
 (b) SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR
EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ANY OTHER PARTY HERETO OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS, IN ANY FORUM OTHER THAN THE COURTS OF THE
STATE OF TEXAS SITTING IN HARRIS COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF TEXAS, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION
OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH TEXAS 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, LITIGATION 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 ANY PARTY HERETO MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION. 
 (c) WAIVER OF VENUE. EACH PARTY HERETO 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. 

  
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 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. 
 11.16 Subordination. Each Loan Party (each a “Subordinating Loan
Party”) hereby subordinates the payment of all obligations and indebtedness of any other Loan Party owing to it, whether now existing or hereafter arising, including but not limited to any obligation of any such other Loan Party to
the Subordinating Loan Party as subrogee of the Secured Parties or resulting from such Subordinating Loan Party’s performance under this Guaranty, to the indefeasible payment in full in cash of all Obligations. If the Secured Parties so
request, any such obligation or indebtedness of any such other Loan Party to the Subordinating Loan Party shall be enforced and performance received by the Subordinating Loan Party as trustee for the Secured Parties and the proceeds thereof shall be
paid over to the Secured Parties on account of the Secured Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement. Without limitation of the foregoing, so long as no Event of
Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to Intercompany Debt permitted under this Agreement; provided, that in the event that any Loan Party receives any payment of any Intercompany
Debt at a time when such payment is prohibited by this Section, such payment shall be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to Agent. 

11.17 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), Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) the
arranging and other services regarding this Agreement provided by Agent and any Affiliate thereof, the Arranger and the Lenders are arm’s-length commercial transactions between Borrower, each other Loan Party and their respective Affiliates, on
the one hand, and Agent and, as applicable, its Affiliates and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the “Lenders”), on the other hand, (ii) each of Borrower and the other
Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and
conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) Agent and its Affiliates and each Lender 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 Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (ii) neither Agent, any of its Affiliates nor
any Lender has any obligation to Borrower, any other Loan Party 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
(c) Agent and its Affiliates and the Lenders may be engaged in a broad range of transactions that involve interests that differ from those of Borrower, the other Loan Parties and their respective Affiliates, and neither Agent, any of its
Affiliates nor any Lender has any obligation to disclose any of such interests to Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of Borrower and each other Loan Party hereby waives
and releases any claims that it may have against Agent, any of its Affiliates or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby. 

  
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 11.18 Electronic Execution of Assignments and Certain Other Documents. The words
“execute,” “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed
to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by 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 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 Texas Uniform Electronic Transaction Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 
 11.19 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and Agent (for itself and not on behalf of any Lender) hereby notifies Borrower and the other
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 “Act”), it is required to obtain, verify and record information that
identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or Agent, as applicable, to identify each Loan Party in accordance with the Act. Borrower and the Loan
Parties agree to, promptly following a request by Agent or any Lender, provide all such other documentation and information that 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 Act. 
 11.20 Time of the
Essence. Time is of the essence of the Loan Documents. 
 11.21 Amendment and Restatement of Existing Credit
Agreement. This Agreement amends and restates, but does not extinguish and is not a novation or an accord and satisfaction of, the Existing Credit Agreement, and any indebtedness outstanding thereunder shall be deemed to be outstanding under
this Agreement. Nothing in this Agreement shall be deemed to release or otherwise adversely affect any Lien, mortgage or security interest securing any indebtedness outstanding under the Existing Credit Agreement or any rights of Bank of
America, whether in its capacity as the “Administrative Agent” or in its capacity as a “Lender” under the Existing Credit Agreement, against any guarantor, surety or other party primarily or secondarily liable for such
indebtedness. Borrower and each Guarantor hereby acknowledges and agrees that all Liens securing the “Obligations” under, and as defined in, the Existing Credit Agreement are hereby ratified, renewed, and extended to secure the
Secured Obligations (as defined in this Agreement). 
 11.22 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.

 [Signatures are on the following pages.] 

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

			
	BORROWER:
	
	 RIGNET, INC.,
 a
Delaware corporation

		
	By:	 	  

		 	Martin L. Jimmerson, Jr.
		 	Chief Financial Officer


 Signature Page to First Amended and Restated Credit Agreement 







					
		 	GUARANTORS:
		
		 	 LANDTEL, INC.,
 a
Delaware corporation

			
		 	By:	 	  

		 		 	Martin L. Jimmerson, Jr.
		 		 	President
		
		 	 RIGNET SATCOM, INC.,

a Delaware corporation

			
		 	By:	 	  

		 		 	Martin L. Jimmerson, Jr.
		 		 	Chief Financial Officer
		
		 	 LANDTEL COMMUNICATIONS, L.L.C.,
 a Louisiana limited liability company

			
		 	By:	 	  

		 		 	Martin L. Jimmerson, Jr.
		 		 	President
		
		 	 COMPETRO COMMUNICATIONS, INC.,
 a Delaware corporation

			
		 	By:	 	  

		 		 	Martin L. Jimmerson, Jr.
		 		 	Vice President
		
		 	 COMPETRO COMMUNICATIONS HOLDINGS, INC.,
 as Delaware corporation

			
		 	By:	 	  

		 		 	Martin L. Jimmerson, Jr.
		 		 	Vice President

 Signature Page to First Amended and Restated Credit Agreement 






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

		 	Anthony Kell
		 	Assistant Vice President


 Signature Page to First Amended and Restated Credit Agreement 






 
			
	BANK OF AMERICA, N.A.,
	as a Lender, L/C Issuer and Swingline Lender
		
	By:	 	  

		 	William P. Schrauff
		 	Senior Vice President


 Signature Page to First Amended and Restated Credit Agreement 






 
			
	LENDERS:
	
	 COMPASS BANK,
 as a
Lender

		
	By:	 	  

		 	Megan Bickel
		 	Vice President


 Signature Page to First Amended and Restated Credit Agreement